By accessing or using the Platform, or by entering into a subscription or other agreement with Qik, you agree to be bound by this Agreement.
Qik provides a digital platform delivering educational video content, clinically reviewed by a Board Certified Pharmacotherapy Specialist, accessible via QR codes, including customizable pharmacy-specific pages and engagement analytics (the “Platform”). Qik provides general educational content and does not tailor content to individual patients or specific prescriptions. All content is intended solely as supplemental education for patients who have already been prescribed or dispensed medication by Client. Qik does not evaluate, endorse, or validate any medication, compound, or therapy, and makes no representation regarding the clinical appropriateness, regulatory status, or safety of any product dispensed by Client. Content is not intended for general public distribution, marketing, or promotional use. Any customization, additional services, content modifications, branding requests, or work outside the standard Platform offering shall be subject to additional fees and must be agreed to in writing prior to commencement. Client acknowledges that it does not rely on the Platform or Video Content for clinical decision-making or patient-specific guidance.
Client agrees to pay a one-time, non-refundable onboarding fee, which includes initial account setup, creation of the authorized location portal, QR code generation, and standard platform configuration. Any additional setup, customization, or support beyond standard onboarding may incur additional fees. Client agrees to pay all fees as set forth in the applicable order form, proposal, or written agreement, which are incorporated into this Agreement by reference. Client must maintain a valid automatic payment method on file at all times as a condition of access to the Platform. By entering into this Agreement, Client authorizes Qik to automatically charge all applicable fees, including recurring subscription fees, late fees, early termination fees, and any outstanding balances. Payments are due at the start of each billing cycle and will be charged automatically without further notice. Qik may retry failed payments at its discretion without additional notice. Any payment not received within seven (7) days of the due date may result in immediate suspension of access and may incur a late fee of five percent (5%) per month, or the maximum amount permitted by law. Client shall make all payments in full without deduction, offset, counterclaim, or withholding for any reason. Client agrees not to initiate chargebacks without first providing written notice and a good faith opportunity to resolve the issue. In the event of a chargeback, Client remains liable for all amounts owed and must reimburse Qik for any related fees, penalties, or costs incurred. Qik reserves the right to modify pricing upon renewal or with thirty (30) days prior written notice. Continued use of the Platform following such notice constitutes acceptance of updated pricing. If Client fails to engage in onboarding or implementation within forty-five (45) days, Qik may deem the project abandoned, and all fees shall remain due and payable. Services are deemed to have commenced upon execution of any applicable order form, subscription agreement, or initial onboarding or platform setup, whichever occurs first.
This Agreement begins on the Effective Date and continues for an initial term of twelve (12) months (the “Initial Term”). Client must select a billing option in the applicable order form, proposal, or written agreement. Regardless of the billing option selected, Client agrees to the full Initial Term of twelve (12) months. Client’s payment obligations during the Initial Term shall be based on the billing option selected in the applicable order form, proposal, or written Agreement. Selection of a monthly billing option does not create a month-to-month term during the Initial Term. Client may not terminate this Agreement during the Initial Term without penalty. If Client terminates this Agreement prior to the end of the Initial Term, Client shall pay an early termination fee equal to fifty percent (50%) of all remaining unpaid fees for the remainder of the Initial Term, which shall become immediately due and payable. After the Initial Term, this Agreement shall automatically renew on a month-to-month basis unless either party provides thirty (30) days written notice of termination. Client’s payment obligations are not dependent on actual usage of the Platform.
Qik may suspend access immediately if payment is more than seven (7) days late, if the payment method becomes invalid, or if automatic payment authorization is revoked. Suspension does not pause or reduce any fees. If payment remains unpaid for more than thirty (30) days, Qik may terminate this Agreement and all outstanding balances shall become immediately due. Qik may terminate this Agreement for misuse of the Platform, legal or regulatory risk, unauthorized sharing or distribution, or insolvency. Reinstatement is at Qik’s sole discretion and requires full payment of all outstanding balances, execution of a new agreement, and payment of a new onboarding fee.
5. No Refunds; Business Closure
All payments are non-refundable, except as expressly provided in this Agreement. Closure, sale, or suspension of Client’s business does not relieve Client of any obligations under this Agreement. If Client claims closure, Client must notify Qik within ten (10) days and provide reasonable documentary proof, including but not limited to dissolution filings or license termination. Qik’s determination of whether such documentation is sufficient shall be made in Qik’s sole and reasonable discretion. Even in the event of verified closure, all outstanding balances and any early termination fees remain due and payable.
This Agreement applies only to the Authorized Practice. Each additional location requires a separate subscription unless otherwise agreed in writing. Client is granted a limited, non-transferable, non-sublicensable, and revocable license to use the Platform. Client is responsible for all activity occurring under Client’s account, regardless of which individual performs such activity. Client shall ensure that access credentials are not shared outside of Client’s authorized staff at the Authorized Location and shall notify Qik immediately upon becoming aware of any unauthorized access or compromised credentials. For clarity, each pharmacy, practice, or business entity requires its own separate authorized subscription or written approval from Qik. Access may not be shared across multiple entities, brands, or locations unless expressly approved in writing by Qik. This license is conditional upon Client’s full and timely payment of all fees under this Agreement.
Client is granted access to the Platform solely for use within the authorized Practice location and strictly for providing supplemental educational content to patients who have been prescribed or dispensed medications by Client related to the content. Access to Video Content must be provided only in connection with a legitimate specific and individual patient interactions at the point of care, including prescription dispensing, prescribing, referring or patient counseling. Client may not distribute, publish, or make Video Content available to the general public, including but not limited to posting on websites, social media platforms, advertisements, or mass communication channels. Client may not share QR codes, links, or access credentials with other pharmacies, practice locations, organizations, or third parties. Any access by an unauthorized location or entity constitutes a material breach of this Agreement. Client may not copy, reproduce, download, screen record, redistribute, or otherwise duplicate Video Content in any form outside of the Platform. Any unauthorized distribution, public availability, or access outside the authorized location or intended patient use shall constitute a material breach and may result in immediate suspension or termination of access, as well as applicable damages, fees, and enforcement actions as outlined in this Agreement. Client acknowledges that Qik may monitor usage patterns, including access behavior, geographic distribution, and device activity, to identify potential misuse or unauthorized sharing.
Client acknowledges that Qik may monitor usage, including scan activity, IP addresses, device identifiers, and geographic patterns. Unusual or inconsistent usage patterns may be used as evidence of unauthorized use. Client must provide reasonable explanation within fifteen (15) days of notice, or breach determination shall stand. Unauthorized sharing or misuse may result in immediate suspension or termination, liquidated damages of $5,000 per violation where applicable, and payment of all actual damages and legal fees. The parties agree that such amount represents a reasonable estimate of damages given the difficulty of calculating actual harm resulting from unauthorized use. Each unauthorized location or instance constitutes a separate violation. Client acknowledges that unauthorized use or distribution ay cause irreparable harm to Qik for which monetary damages alone may be insufficient, and Qik shall be entitled to seek injunctive or equitable relief in addition to any other remedies available.
All Platform technology, infrastructure, analytics, and content remain the exclusive property of Qik. Client receives no ownership rights. Client agrees not to replicate, reverse engineer, or create derivative works based on the structure, concept, or delivery method of the Platform or Video Content. Client grants Qik a limited, non-exclusive, royalty-free license to use Client’s name, logo, trademarks, and other branding materials solely for the purpose of creating, customizing, and delivering materials under this Agreement. Client represents and warrants that it has the right to provide such materials and grant this permission. All goodwill associated with Client’s branding remains with Client. Any Client branding, logos, or trademarks displayed within the Platform or Video Content shall not create any ownership interest in the Platform, Video Content, or any derivative materials. All such materials remain the exclusive property of Qik. Client acknowledges that no ownership, license, or rights to the Video Content or Platform are transferred except as expressly stated in this Agreement. For clarity, Client is purchasing access to the Platform and Video Content, not ownership of any video assets or underlying content.
All content is supplemental educational information only and is not advertising, promotional material, or medical advice. Client may not use content for marketing, advertising, or any public facing promotional purposes, including but not limited to websites, social media platforms, advertisements or mass distribution channels. Any unauthorized use is at Client’s sole risk. Qik expressly disclaims any liability arising from Client’s unauthorized use of content for marketing or promotional purposes. Client acknowledges that Qik does not guarantee any specific outcomes, including but not limited to patient adherence, engagement, understanding, refill rates, or business performance. Client acknowledges that it has not relied on any representations or statements not expressly set forth in this Agreement.
Client is solely responsible for all products, compounds, therapies, and claims, as well as compliance with all applicable laws, including FDA, FTC, and state regulations. Client represents that all information provided is accurate and compliant. Qik does not verify clinical accuracy, validate regulatory compliance, or provide legal, medical, or regulatory advice. Client acknowledges that Qik content is standardized and may not reflect the most current clinical guidelines, formulary variations, or patient-specific considerations.
All content is for general educational purposes only and is not medical advice.
Client is responsible for promptly notifying Qik in writing of any issues with the Platform, including but not limited to QR codes not functioning, broken or inaccessible links, video playback issues, or any other technical problems within three (3) business days of discovery of such issue. Notice must be provided via email or other written communication designated by Qik. Failure to provide timely written notice shall relieve Qik of responsibility related to such issue and prevent Client from asserting claims related to downtime, non-performance, or service interruption during such period. Qik’s obligation to address any issue is contingent upon receiving notice from Client. Notwithstanding the foregoing, this notice requirement shall not apply where Qik has independent actual knowledge of a systemic platform outage or service interruption affecting multiple clients. Client shall provide sufficient detail to allow Qik to identify and address the issue. Qik shall not be liable for any issues, errors, or failures related to QR codes, links, URLs, or any method of accessing the Platform or Video Content, including but not limited to incorrect printing, damaged materials, improper placement, user error, third-party interference, internet connectivity issues, device limitations, or misuse by Client or its staff. Qik’s sole obligation is to generate and provide functional access mechanisms at the time of delivery. Client is solely responsible for verifying proper display, placement, and usability of all QR codes, links, and access points within its practice environment. Qik shall not be responsible for any loss of use, business interruption, or damages arising from access issues once delivered. No refunds, credits, or fee adjustments shall be provided in connection with any access-related issue, provided that Qik has supplied a functioning access method.
Client agrees to indemnify, defend, and hold harmless Qik from any claims, investigations, penalties, or liabilities arising from Client’s products, claims, regulatory violations, or misuse of the Platform. Qik’s total liability shall not exceed fees paid in the prior three (3) months. Qik shall not be liable for any indirect, incidental, consequential, or business interruption damages.
Client agrees to pay all costs of enforcement, including attorney’s fees, arbitration fees, court costs, and collection fees associated with the working relationship and platform access between Qik and the Client.
The parties are independent contractors, and nothing in this Agreement creates any partnership or agency relationship. Qik may modify, update, replace, or remove any aspect of the Platform or Video Content at any time, in its sole discretion. Qik will provide reasonable notice of any material changes that may significantly impact Client’s use of the Platform. Qik reserves the right to reissue, regenerate, or update QR codes at any time for operational, technical, security, or platform-related reasons. In such event, Qik will provide Client with updated QR codes promptly following the change. Client is solely responsible for printing, posting, and distributing any updated QR code materials at the Authorized Practice Location. Qik shall not be liable for any service disruption, patient access interruption, or business impact resulting from a required QR code update or transition period associated with general updates or updates to QR codes. Client’s payment obligations shall continue uninterrupted during any such transition. Qik may update or modify this Agreement from time to time. Qik will provide reasonable notice of any material changes. Continued use of the Platform after such notice constitutes acceptance of the updated Agreement. The version of the Agreement in effect at the time of Client’s agreement shall govern unless updated in accordance with this section.
Client agrees not to disclose pricing, platform structure, or business methods. This obligation survives for five (5) years.
The Guarantor personally guarantees all obligations under this Agreement. Execution of this Agreement by the Guarantor is a material condition to the effectiveness of this Agreement. The Guarantor agrees that this guaranty shall be governed by and construed in accordance with the laws of the State of Delaware and consents to the exclusive jurisdiction and venue of courts located in Delaware. Qik may pursue the Guarantor directly without first pursuing Client. This guaranty covers all obligations under this Agreement, including any amendments, modifications, additional order forms, or fee adjustments agreed to in writing by the parties after the Effective Date.
The parties agree to attempt good faith resolution within fifteen (15) days. If unresolved, disputes shall be resolved through binding arbitration (AAA) in DE. Notwithstanding the foregoing, Qik may seek emergency, temporary, or preliminary injunctive relief in any court of competent jurisdiction without waiving its right to arbitrate. This Agreement is governed by DE law.
Qik shall not be liable for any delay, interruption, or failure in performance due to events beyond its reasonable control, including but not limited to internet outages, infrastructure failures, hosting provider issues, or governmental actions. Client acknowledges that the Platform may experience downtime. Qik does not guarantee uninterrupted or error-free service. Client shall not be entitled to any refund, credit, or compensation for any downtime, interruption, or unavailability of the Platform, except in the event of continuous service interruption exceeding seventy-two (72) consecutive hours caused solely by Qik following Client’s written notice to Qik pursuant to Section 13. In such event, Qik may, in its sole discretion, provide a reasonable service credit, which shall be Client’s sole and exclusive remedy. Client’s payment obligations shall continue uninterrupted.
This Agreement may be executed electronically. Notices may be delivered via email or certified mail. This Agreement represents the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Qik’s failure to enforce any provision shall not constitute a waiver of its right to enforce such provision in the future. Upon termination of this Agreement, Qik will retain Client’s operational data, including scan analytics and usage history, for a period of ninety (90) days, after which such data may be permanently deleted. Client may request a data export prior to or within ninety (90) days of termination. Qik makes no representation regarding the availability of data following such period. This Agreement may not be amended or modified except by a written instrument signed by both parties. No email, text message, or verbal communication shall constitute a modification of this Agreement unless reduced to a formal written amendment executed by both parties. Notices to Qik shall be directed to: Qik Productions LLC, info@qikproductions.com. Notices to Client shall be directed to the email or mailing address provided at the time of execution. Either party may update its notice address by providing written notice to the other party. Client may not assign, transfer, or delegate any rights or obligations under this Agreement without Qik’s prior written consent. Any purported assignment without such consent shall be void. Qik may assign this Agreement freely, including in connection with a merger, acquisition, or sale of assets, without Client’s consent. In the event of any conflict between this Agreement and any referral agreement, custom video agreement, order form, or written addendum executed by Qik, such document shall control solely with respect to the specific subject matter addressed therein.
22. Security and Data Incidents
Qik implements reasonable security measures to protect the Platform but does not guarantee that the Platform will be secure or free from cyberattacks, hacking, or unauthorized third-party access. Qik shall not be liable for security breaches caused by malicious third parties beyond Qik’s reasonable control. In the event of a confirmed security incident materially affecting Client’s account, Qik will make reasonable efforts to notify Client and restore access promptly. Qik stores limited operational data only, including scan activity and usage analytics. Qik does not collect or store protected health information (PHI) as defined under HIPAA. Client agrees not to transmit any protected health information (PHI) or personally identifiable patient information through the Platform under any circumstances and is solely responsible for ensuring compliance with this restriction. Any transmission of PHI by Client constitutes a material breach of this Agreement. Unauthorized third-party redistribution of Platform content or Video Content following a security breach shall not constitute a breach by Qik. Qik’s total liability for any security incident shall not exceed fees paid in the prior three (3) months, consistent with Section 14. Client’s payment obligations continue uninterrupted during any remediation period. Client is solely responsible for securing all devices, login credentials, and access points used to access the Platform. Any breach or unauthorized access resulting from Client’s failure to secure credentials or devices shall not constitute a breach by Qik, and Qik shall bear no liability for any resulting harm.
Qik Productions Platform Services Agreement
Version: 1.0
Effective Date: April 1, 2026
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