Apply To Be a Partner - Affiliate

RxSpark is pleased to offer our Affiliate Partner Program.

The program provides your clients with incredible savings and helpful information on prescription drugs. As an Authorized Partner, you’ll benefit from our range of marketing channels to increase your reach and income. You earn on a revenue share model when your clients make purchases through the RxSpark program.

To apply, simply complete the form below. We will review your application and follow up via the contact information provided.

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Affiliate Partner Terms

Last Revised: June 15, 2023

RxSpark Affiliate Partner Program Agreement

This agreement (the “AGREEMENT”) is entered into by and between the undersigned participant in the RxSpark Affiliate Partner Program (“PARTNER” or “You”) and PS Deals, Inc. dba RxSpark (“RxSpark” or “RXS”) and effective the date of its acceptance by RxSpark.

Whereas RxSpark provides a Patient Discount Prescription Program and other related services to consumers via a range of channels including the RXS SITE, direct mailing, and a referral program.

Whereas RxSpark offers authorized affiliate partners (“Affiliate Partners”) access to its APIs and a range of different marketing channels which allow our Partners to earn on a revenue share basis. Partners earn when their referred customers make purchases through the RxSpark web platform or use their Discount Savings Card when purchasing prescription medications.

Whereas, the RxSpark.com website (“RXS SITE”), content and brand are created, owned and operated by RXS.

Whereas, through the RXS SITE, authorized Affiliate Partners for RXS may access and use the application programming interfaces (“APIs”) developed by RXS as well as a range of other marketing channel opportunities ("the APPLICATION") to promote RXS products and services and receive remuneration, all in accordance with the terms of this AGREEMENT.

Whereas, by entering into a separate MERCHANT AGREEMENT (as provided separately by RXS upon request), PARTNERS may also have the opportunity to promote their own products and services via the APPLICATION and the RXS SITE.

Whereas, in order to become an authorized Affiliate Partner, You must successfully enroll in the RxSpark Affiliate Partner Program (the "PROGRAM") and agree to abide by the terms and conditions of this Partner Program Agreement.

By submitting an application to enroll in the PROGRAM, you indicate your acceptance of this AGREEMENT and all of its terms and conditions.

Please read this AGREEMENT carefully before registering and using the APPLICATION.

SECTION 1. ENROLLMENT IN THE PROGRAM

In order to enroll in the PROGRAM, you must first submit a completed PROGRAM application through the RXS SITE.

RXS will evaluate your application in good faith to ensure you comply with all our rules and agreements. RXS may reject your application if we determine that your business or website is unsuitable for the PROGRAM for any reason, including, but not limited to, if your site incorporates images or content, or promotes products, services or materials that are unlawful, defamatory, obscene, harassing or otherwise objectionable, including, without limitation, businesses or sites that facilitate illegal activity, promote or assist others in promoting violence, copyright infringement, spyware, adware and/or other malicious programs, unsolicited mass distributions of email, spam or other similar activities (collectively, "CONTENT RESTRICTIONS").

You will be notified of our decision to accept or reject your application by email to the email address provided by You in your PROGRAM application.

In the event of approval of your PROGRAM application, RXS will send you a completed SCHEDULE 1 to this AGREEMENT, for your review and acceptance, at which point SCHEDULE 1 shall be incorporated into the AGREEMENT by references, as if fully set forth herein and its terms shall become binding upon the parties in accordance with this AGREEMENT. SCHEDULE 1 will outline certain commercial terms of this AGREEMENT, including but not limited to TERRITORY, PARTNER COMMISSION rates and PARTNER MARKETING PLAN.

SECTION 2. DEFINITIONS AND INTERPRETATIONS

2.1 In this AGREEMENT, unless specifically defined otherwise within this AGREEMENT, the following words shall have the following meanings:

"ADVERTISEMENTS" means privately branded sponsorship messages, banner advertisements, interstitials, buttons and the like developed by PARTNER promoting the APPLICATION for on-line or off-line promotions executed by PARTNER on the PARTNER SITE.

"AGREEMENT" means this agreement (including the RXS Privacy Policy and any Schedule or Annexes hereto), as each may be amended from time to time.

"API KEY" means the unique software code that RXS provides to PARTNER to enable PARTNER to use the APPLICATION.

"APPLICATION" means the RxSpark.com prescription aggregation (and related services) website application, including any modifications, enhancements, or replacements of, or additions thereto, from time to time.

"BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which commercial banks in the United States of America are open for business.

"CLAIMS" has the meaning set forth in Section 11 of this Agreement.

"COMMISSION" means the total commission actually received by RXS from the PBM (Pharmacy Benefit Management company) or MERCHANT in connection with each TRANSACTION completed with a CUSTOMER via the APPLICATION.

"CONFIDENTIAL INFORMATION" means any information disclosed by a PARTY under this AGREEMENT which is marked as confidential or which is reasonably apparent as confidential in nature, including all commercial or technical information relating to the disclosing PARTY's business.

"CONTENT RESTRICTIONS" has the meaning set forth in Section 1 of this Agreement.

"CUSTOMER" means a USER or PATIENT situated in the TERRITORY who purchases an OFFER/SERVICE through the APPLICATION.

"EFFECTIVE DATE" means the date this AGREEMENT is accepted by RXS through the APPLICATION and the Schedule 1 has been executed by both PARTIES, whereupon this AGREEMENT shall become effective between the PARTIES.

"FIRST TIER MEMBER" means a FULLY ACTIVATED USER while logged onto the RXS SITE or APPLICATION or while using a previously downloaded savings card or voucher containing their unique Member ID when using the PROGRAM at participating merchants and pharmacies.

"FORCE MAJEURE EVENT" means an event beyond the reasonable control of a PARTY, including, but not limited to, any failure of performance or equipment as a result of, the following: (i) acts of God; fire, flood, earthquake, tsunami, storm or other catastrophes; (ii) any law, order, regulation, direction, action or request of any governmental entity or agency, or any civil or military authority; (ii) national emergencies, insurrections, riots, wars or acts of terrorism; (iv) unavailability of rights of way or materials; (v) power outages, Internet outages or failures of Internet providers; or (v) strikes, lock-outs, work stoppages or other labor difficulties (except in relation to a PARTY's own workforce). No event shall be treated as a FORCE MAJEURE EVENT if it is attributable to a willful act or omission or any failure to take reasonable precautions by a PARTY or any failure to take reasonable steps to overcome the event.

"FULLY ACTIVATED USER" means a USER inquiry submitted via a PARTNER's API KEY to the RXS SITE that results in a full and complete opted-in registration by the USER

"INITIAL TERM" means the period of 12 months from the EFFECTIVE DATE.

"INTELLECTUAL PROPERTY RIGHTS" means copyright and related rights, trademarks and service marks, trade names and domain names, patents, rights to inventions, rights in get-up, rights to goodwill and to sue for passing off and unfair competition, rights in designs, rights in computer software, the look and feel of any websites, database rights, rights in CONFIDENTIAL INFORMATION (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.

"LOSSES" has the meaning set forth in Section 11 of this Agreement.

"MERCHANT" means a merchant or other entity that has entered into a MARKETING AGREEMENT with RXS pursuant to which the MERCHANT is authorized to offer its goods and services to USERs via the APPLICATION.

"OFFERS/SERVICES" means products and services offered or promoted by one or more PBM or MERCHANT via the APPLICATION or other qualifying merchandise added from time to time with the advanced written approval of RXS.

"PARTIALLY REGISTERED USER" means a USER inquiry submitted via a PARTNER's API KEY to RXS SITE that results in a basic but not fully opted-in registration for the USER.

"AFFILIATE PARTNER" means a person or entity who has successfully enrolled in the PROGRAM and whose participation has not been terminated pursuant to Section 14 (Termination) of this Agreement. The terms “PARTNER” or “AFFILIATE PARTNER” as used here is not intended to nor shall it have the effect of creating a legal partnership or joint venture relationship between RXS and PARTNER.

"PARTNER ADMINISTRATION PAGE" means the online page managed by RXS to administer payments due to PARTNER pursuant to this AGREEMENT.

"PARTNER COMMISSION" means that portion of the COMMISSION to be allocated to Partner in connection with a TRANSACTION.

"PARTNER MARKETING PLAN" means a plan for the PARTNER to promote the APPLICATION and related services to the PARTNER's contacts, clients and customers.

"PARTNER SITE" means the website described in the prospective partner's PROGRAM application submitted through the RXS SITE, or such other website as agreed between the PARTIES.

"PARTY" or PARTIES" means RXS and/or each PARTNER bound by this AGREEMENT.

"PBM" means a Pharmacy Benefit Management Company that has entered into a MARKETING AGREEMENT with RXS pursuant to which the PBM is authorized to offer its goods and services to USERs via the APPLICATION.

"PROGRAM" means the RxSpark Affiliate Partner Program, the terms and conditions of which are set forth in this AGREEMENT.

"RELEVANT EMPLOYEE" has the meaning set forth in Section 13 (Non-Solicitation) of this Agreement.

"RXS" means RxSpark (the brand/subdivision of PS Deals, Inc.) including any successor or permitted assign.

"RXS PRIVACY POLICY" means the RXS Privacy Policy posted on the RXS SITE, as amended and restated from time to time and as incorporated into this AGREEMENT by reference.

"SECOND TIER MEMBER" means a FULLY ACTIVATED USER that has registered by means of a referral link from another FULLY ACTIVATED USER, while the referred USER is logged on to the RXS SITE or APPLICATION or while using a previously downloaded savings card or voucher containing their unique Member ID when using the PROGRAM at participating merchants and pharmacies.

"TERRITORY" means the limited area of business, whether designated by geography, industry and/or other metric, as defined in the territory field in Schedule 1 (Commercial Terms) hereto.

"TRANSACTION" means a transaction for the supply of goods or services between a USER and a PBM/MERCHANT concluded via the APPLICATION when the USER is logged into the APPLICATION or while using a previously downloaded savings card or voucher containing their unique Member ID when using the PROGRAM at participating merchants and pharmacies.

"USER" means an individual submitted via a PARTNER's API KEY who uses the APPLICATION but who may not have completed a full, opted-in registration.

"YEAR" means a period of twelve (12) months from the EFFECTIVE DATE or an anniversary of such date.

2.2 In this AGREEMENT, unless the context otherwise requires:

a) words in the singular include the plural and vice versa and words in one gender include all genders;

b) a reference to a statute or statutory provision includes any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it whether such statute or statutory provision comes into force before or after the date of this AGREEMENT;

c) a reference to:

i) any PARTY includes its successors in title and permitted assigns; and

ii) a PARTY, clause or schedule is to a PARTY to, a clause of, or a schedule to this AGREEMENT;

f) the words "includes" or "including" shall be construed as illustrative only and shall not limit the generality of the preceding words;

g) if there is any conflict or inconsistency between any clause of this AGREEMENT and any Schedule or Annex to this AGREEMENT, the clause in this AGREEMENT shall prevail; and

h) the headings in this AGREEMENT are inserted for convenience only and shall not affect the interpretation of this AGREEMENT.

SECTION 3. REPRESENTATIONS AND WARRANTIES

3.1 Each PARTY represents and warrants to the other that:

a) it has the power and authority to enter into this AGREEMENT and to perform its obligations under this AGREEMENT;

b) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation;

c) it is duly qualified and is in good standing in each jurisdiction in which the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification;

d) this AGREEMENT constitutes a legal, valid, binding and enforceable agreement;

e) it shall comply with all laws applicable to its obligations under this AGREEMENT (including, without limitation, any laws, rules or regulations relating to the collection or payment of any local, state or federal taxes associated with its activities under this AGREEMENT);

f) it has the ability and experience to carry out the obligations assumed by it under this AGREEMENT;

g) by virtue of entering into this AGREEMENT, it is not, and will not be, in breach of any express or implied obligation to any third party binding upon it; and

h) all content provided in connection with its business and/or any representations about its business do not and will not infringe, misappropriate, or otherwise violate, any INTELLECTUAL PROPERTY RIGHT or right of privacy or publicity of any third party.

3.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE APPLICATION IS PROVIDED TO PARTNER BY RXS "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE", AND RXS DOES NOT WARRANT OR GUARANTEE THAT PARTNER'S USE OF THE APPLICATION WILL BE ERROR FREE, UNINTERRUPTED, SECURE OR TIMELY, OR THAT USE OF THE APPLICATION WILL RESULT IN ANY REVENUE OR PROFIT FOR PARTNER. PARTNER ACKNOWLEDGES THAT THE USE OF THE APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND OTHER FORCE MAJEURE EVENTS AND RXS IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, DATA LOSS OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

SECTION 4. APPOINTMENT

Subject to the terms and conditions of this AGREEMENT, RXS hereby appoints PARTNER to be a non-exclusive Affiliate Partner of RXS for the promotion of the APPLICATION in the TERRITORY.

SECTION 5. TERM

The term of this AGREEMENT shall commence on the EFFECTIVE DATE and (unless terminated at an earlier date in accordance with Section 14 (Termination)) shall continue in force for an initial term of one (1) year (the “INITIAL TERM”). Unless a PARTY wishing not to renew this AGREEMENT for a subsequent additional term gives the other PARTY notice in writing of not less than three (3) months prior to the expiration of the then-effective term, this AGREEMENT shall automatically renew for an additional term of one (1) year (a "RENEWAL TERM").

SECTION 6. LICENSE

6.1 Subject to the terms of this AGREEMENT, RXS grants to PARTNER a non-exclusive, revocable, non-transferable, non-sublicensable, license to:

a) access and use the APPLICATION;

b) display the APPLICATION and any other content provided by RXS on the PARTNER SITE and Internet connected applications for mobile devices; and

c) reproduce and display the RXS name, trademark and logo in connection with PARTNER's use of the APPLICATION; and

d) upon mutual acceptance of the terms and conditions set forth in Schedule 1 (Commercial Terms) to this AGREEMENT, may provide promotional opportunities for PARTNER's products and services.

For the avoidance of doubt, any rights not expressly granted to PARTNER pursuant to this Section are reserved by RXS.

6.2 PARTNER shall not (and shall not assist or enable others to):

a) sell, lease or sub-license the APPLICATION to any other individual or organization;

b) reverse engineer, decompile or otherwise endeavor to obtain the source code to the software comprising the APPLICATION or access the APPLICATION, the RXS Site or any other deliverables in order to copy any intellectual property, ideas, features, content, functions or graphics of, underlying, or incorporated within the APPLICATION, the RXS Site or any other deliverables; or

c) deliver possession of any copies of or provide access to the APPLICATION to any third party.

6.3 Within ten (10) days after the execution of this AGREEMENT, RXS shall provide PARTNER with a unique API KEY. RXS will then notify PARTNER promptly in the event that RXS releases any modifications, enhancements or replacements of, or additions to, the APPLICATION.

6.4 When integrating the API KEY, PARTNER shall reproduce RXS's copyright, proprietary notices and disclaimers on every such integration.

SECTION 7. DUTIES AND OBLIGATIONS OF PARTNER

PARTNER shall:

a) create an approved marketing plan to be defined in this AGREEMENT and/or any Schedules and Annexes to this AGREEMENT, and adhere to the agreed marketing activities associated with the plan from time to time;

b) create and distribute marketing material and content at the Partner’s own cost for the purpose of on-boarding new FULLY ACTIVATED USERs of the APPLICATION;

c) actively promote and market the APPLICATION during the term of this AGREEMENT as described in this Section, to include offering the APPLICATION on the PARTNER SITE and, if applicable, through other Internet connected applications for mobile devices;

d) use all commercially reasonable efforts to ensure that all required information regarding FULLY ACTIVATED USERs (and/or applicants to become such) received and delivered to RXS are accurate;

e) use its best commercial efforts to promote the distribution of the APPLICATION throughout the TERRITORY;

f) promptly inform RXS of any facts, opinions, or malfunctions of which PARTNER becomes aware likely to be relevant in relation to the commercial exploitation of the APPLICATION and which are advantageous or disadvantageous to the interests of RXS;

g) at all times conduct its business in a manner that will reflect favorably on the APPLICATION and on the good name and reputation of RXS;

h) not, by itself or with others, participate in any illegal, deceptive, misleading or unethical practices or other practices that may be detrimental to the APPLICATION, RXS or the public interest. PARTNER, further, shall not engage in disparagement of the APPLICATION or RXS;

i) not make any misrepresentations regarding or in relation to the APPLICATION or its use;

j) not during the term of this AGREEMENT actively market the APPLICATION outside the TERRITORY without the prior written consent of RXS, provided, however, that nothing in this AGREEMENT shall prevent PARTNER from responding to unsolicited requests for the APPLICATION from outside the TERRITORY;

k) not, during the term of this AGREEMENT, (whether alone or jointly and whether directly or indirectly) engage, directly or indirectly, in the marketing, distribution, licensing or sale of any software products/applications which are similar to, or competitive, with the APPLICATION, or which perform the same or similar functions;

l) not make any promises or representations, or give any warranties or guarantees, in respect of the APPLICATION except as expressly authorized by RXS in writing;

m) not supply the APPLICATION to any person, except as specifically provided under this AGREEMENT;

n) use RXS' trademarks, trade names, service marks and logos relating to the APPLICATION in all ADVERTISEMENTS in accordance with the registered or agreed style in connection with the distribution of the APPLICATION and shall not use such trademarks, trade names, service marks or logos in connection with any other products or services or as part of the corporate or any trade name of PARTNER. (RXS reserves the right to approve the form and placement of its trademarks, trade names, service marks and logos on the PARTNER SITE, in the ADVERTISEMENTS, and in any materials used to promote the APPLICATION, such approval shall not to be unreasonably withheld or delayed); and

SECTION 8. OBLIGATIONS OF RXS

RXS shall:

a) be solely responsible for the aggregation of the OFFERS/SERVICES promoted on the RXS SITE (or any successor site) from the PBMs/MERCHANTs (OFFERS/SERVICES shall be presented together with (i) appropriate information provided by the PBMs/MERCHANTs pertaining to the details of the OFFERS/SERVICES and (ii) the terms and conditions for the OFFERS/SERVICES as set by the PBMs/MERCHANTs);

b) process and fulfill FULLY ACTIVATED USERs for RXS' services within a reasonable time period following receipt of a FULLY ACTIVATED USER from PARTNER;

c) track and report (via the applicable PARTNER ADMINISTRATION PAGE) all TRANSACTIONs and COMMISSIONs earned from FULLY ACTIVATED USERs;

d) provide PARTNER with such marketing and technical assistance as RXS may in its discretion consider necessary to assist PARTNER with the promotion of the APPLICATION;

e) promptly respond to technical queries raised by PARTNER concerning the use and functioning of the APPLICATION;

f) give PARTNER reasonable advance written notice of any change in or modification of the APPLICATION or of any intention to discontinue licensing the APPLICATION in the TERRITORY;

g) provide PARTNER promptly with information and assistance reasonably necessary to enable PARTNER to perform its obligations under this AGREEMENT in respect of any modified, enhanced or replacement version of, or addition to, the APPLICATION;

h) manage the CUSTOMER support services provided to USERs with respect to the APPLICATION, including, without limitation, account maintenance and payments with respect to the APPLICATION (CUSTOMER support activities with respect to purchases will be provided by one or more PBMs); and

i) remit any PARTNER COMMISSIONs earned by PARTNER in accordance with Section 9 (Remuneration) of this AGREEMENT.

SECTION 9. REMUNERATION

9.1 As material consideration for PARTNER's marketing commitment, set forth in Section 7 (Duties and Obligations of Partner), with respect to each TRANSACTION, RXS shall pay to PARTNER a PARTNER COMMISSION at the rate defined in Schedule 1 (Commercial Terms) of this AGREEMENT.

9.2 The PARTNER COMMISSION shall become due only following the date RXS actually receives the COMMISSION from the PBM/MERCHANT in relation to each TRANSACTION.

9.3 RXS shall send PARTNER a statement of the PARTNER COMMISSIONS due and payable not later than seven (7) days following the end of the month following the month in which commissions are received, subject to a minimum balance being accrued (see Schedule 1).

9.4 PARTNER COMMISSIONS due and payable shall be paid via check or, if available, electronic funds transfer, in accordance with the terms out in Schedule 1 (Commercial Terms) of this AGREEMENT.

9.5 Unless otherwise agreed, the currency of payment for PARTNER COMMISSIONS shall be US Dollars.

9.6 RXS may offset amounts refunded to a USER, PBM/MERCHANT, or other third party on a pro-rata basis against the amounts that are – or in the future will be - payable to PARTNER under Schedule 1 (Commercial Terms). If an offset amount is greater than amounts due to PARTNER, RXS may invoice PARTNER for the difference. RXS may also invoice PARTNER for amounts refunded to a USER, PBM/MERCHANT or third party, including refunds made after termination or expiration of this Agreement. PARTNER shall immediately pay in full all RXS invoices with respect to USER, PBM/MERCHANT or third party refunds. If RXS makes a refund to a USER or other third party after paying PARTNER a PARTNER COMMISSION in connection with a TRANSACTION that is the subject of the refund, PARTNER shall promptly pay RXS for the refunded amount less any applicable RXS commission that was paid (if applicable).

9.7 RXS agrees to maintain complete and accurate financial books and records to substantiate RXS’s payments to PARTNER under Schedule 1 (Commercial Terms). RXS shall preserve such books and records for a period of at least two years from the time each payment is made to PARTNER, or such longer period as may be required by applicable law.

9.8 PARTNER shall have the right, at its own cost and expense, to audit RXS’ books and records from time-to-time during the Term, solely for the purpose of verifying the PARTNER COMMISSIONS to PARTNER from RXS under this AGREEMENT and in any case no more frequently than once every twelve (12) months. Any such audit shall only cover a period up to the date sixty (60) days prior to the date upon which the audit is carried out. Any review of RXS’ books and records associated with an audit pursuant to this Section 9.8 of the AGREEMENT shall be conducted at RXS’ designated location during RXS’ normal business hours, upon not less than 30 days’ prior written notice to RXS. PARTNER shall cause its representative or agent to employ such reasonable procedures and methods as are necessary and appropriate in the circumstances to minimize interference with RXS’ normal business operations. PARTNER shall have access to such books and records for purposes of audit, through its own representatives or through an accounting firm selected and paid for by PARTNER. If the audit demonstrates that RXS underpaid PARTNER during the audit period, RXS shall pay PARTNER the underpaid amount within 30 days following the conclusion of the audit. If the underpayment exceeds ten percent (10%) of the amount that should have been paid, then RXS shall also reimburse PARTNER for the reasonable costs of the audit. If the audit demonstrates that RXS overpaid PARTNER, then PARTNER shall reimburse RXS for overpayment within thirty (30) days of the conclusion of the audit. As used in this Section 9.8 the term “reasonable cost of the audit” means audit costs up to but not to exceed five (5) times the amount of the underpayment.

9.9 PARTNER acknowledges that with respect to any TRANSACTION under this AGREEMENT, RXS is acting as an agent only, and not as a principal or guarantor, and RXS shall have no liability (a) to any USER for any goods or services due to such USER if the applicable PBM or MERCHANT fails to honor or perform its obligations in connection with the TRANSACTION, and (b) to PARTNER for any COMMISSION due to PARTNER from a TRANSACTION in which the applicable PBM or MERCHANT fails to honor or perform its obligations in connection with the TRANSACTION.

9.10 Except as specifically set forth in Schedule 1 to this Agreement, PARTNER shall not be entitled to any PARTNER COMMISSION, compensation, fee or other payment with respect to monies received by RXS after the termination or expiration of this AGREEMENT.

9.11 Unless otherwise agreed, any PARTNER COMMISSIONS paid to PARTNER by RXS under this AGREEMENT shall represent PARTNER's sole remuneration for its activities under this AGREEMENT.

SECTION 10. INTELLECTUAL PROPERTY RIGHTS

10.1 The APPLICATION, the RxSpark name, trademark and logo, and all INTELLECTUAL PROPERTY RIGHTS in them, or relating to them, are and shall remain the property of RXS (and/or its third party licensors), and nothing in this AGREEMENT shall transfer or grant any rights in relation to the APPLICATION, the RXS name, trademark or RXS logo, other than the limited license expressly set out in this AGREEMENT.

10.2 PARTNER shall notify RXS immediately if PARTNER becomes aware of any unauthorized use of the APPLICATION, the RXS name, trademark or logo, or any of the INTELLECTUAL PROPERTY RIGHTS in them or relating to them and will assist RXS (at RXS' expense) in taking all steps to defend RXS' rights in them.