Welcome to RxMart.com, owned and operated by RxMart. This Agreement governs your use of RxMart.com. If you do not agree to be bound by this Agreement, you may not access or use RxMart.com. Your use of RxMart.com constitutes your acceptance of this Agreement, the accompanying Notice of Privacy Practices, and the Internet Privacy and Security Policy in effect at the time. Please scroll down to review important provisions regarding arbitration, limitation of liability, waivers, indemnities, and other key terms.
Before using RxMart.com, you must register by completing an online form available after you read and accept all terms and provisions of this Agreement, including those explicitly set forth below and those referenced by link. All policies incorporated by reference can be accessed through links in this Agreement, which should be reviewed before clicking to accept.
RxMart may modify this Agreement or any policies governing use of the Website and related services at any time at its discretion. However, such changes will only affect your subsequent use of the Website. RxMart encourages you to review this Agreement each time you access the Website for updates and changes, and recommends printing a copy of this and future Agreements for your records.
You acknowledge that RxMart DBA RxMart.com and its services, including all content, software, functions, materials, and information provided in connection with the services, are provided "as-is" and "as available" without any warranties from us whatsoever. You accept that you use this Website and its Services at your own risk. We expressly disclaim, without limitation, any representations or warranties regarding this Agreement, the services, prescription drugs, or transactions under this Agreement, including any and all express, statutory, implied warranties of merchantability, non-infringement of third-party rights, or fitness for a particular purpose. We also disclaim any implied warranties arising from the course of dealings, performance of Members, or usage of trade, as well as any obligations, claims, rights, remedies in tort, or liabilities even if arising from our negligence.
We do not guarantee that this Website’s Services meet your requirements or that this Website will be available, timely, secure, uninterrupted, or free of errors at all times. We reserve the right to modify, discontinue, suspend, or deny access to the Website or any part of it with or without notice at any time. You agree that we will not be liable for any reason to you or any third party for the same, or for any unsold postings or prescription drugs. We disclaim liability to the fullest extent permissible under applicable law for any claim, damage, cause of action, tort, or any other right of contribution or claim for injunctive relief arising from the operation of this Website or its Services, whether known or unknown, actual or inchoate, contingent or liquidated.
Release: We are not involved in transactions between Buyers and Sellers or other dealings. In the event of a dispute between parties, each party agrees to release RxMart (DBA RxMart.com), administrators, executors, representatives, agents, attorneys, assigns, and all others claiming by or through them from claims, demands, and damages arising out of or in connection with the dispute.
This Agreement constitutes a contract between you and RxMart and incorporates RxMart’s Notice of Privacy Policy and Internet Privacy and Security Policy as if fully set forth herein. If you have questions regarding it, please contact RxMart at [email protected].
RxMart Services: The Website serves as an Internet-based electronic marketplace connecting buyers and sellers ("Participants") of various pharmaceutical products and services ("Participant Services"). RxMart manages the functional and technical operations required to maintain and support the Website ("RxMart Services"). While the Website may be referred to as an online pharmaceutical auction site, RxMart is not an auctioneer or clearinghouse and does not sell Participant Services. Therefore, RxMart explicitly disclaims any responsibility for the quality, safety, legality of products advertised, truth or accuracy of listings, ability of Participants to sell or deliver services, or their ability to pay. RxMart cannot guarantee that a Participant will complete a transaction. You are responsible for accurately entering your information into RxMart.com. RxMart will not review such information as part of the RxMart Services. Information submitted by you or generated from transactions through the Website (absent any personally identifiable information) will be available on the RxMart system to all pharmacies within the service area and others per this Agreement for the development of statistical data to facilitate efficiency and competition in the field of pharmacy services. RxMart may provide additional RxMart Services such as Similar Product Pricing Comparison ("SPPC") services. Any RxMart Services that you order from RxMart.com, for which RxMart charges fees, shall be paid for by you with valid funds at the time you place your order. RxMart may, at its sole discretion, delete or change some or all of the RxMart Services or Participant Services now or offered in the future at any time, free and clear of any claim of vested rights or other entitlement as a Participant of RxMart.com or otherwise.
2. Participant Services: Participant Services are offered and sold by the Participants. If you have a claim or dispute regarding any Participant Services, you must deal directly with the affected Participants, not RxMart. Unless otherwise prohibited by applicable law, you release RxMart from and waive any and all claims, demands, and causes of action of every kind and nature, known and unknown, which exist or hereafter arise against RxMart related in any way to such claim or dispute over Participant Services. Although Participants are expected to input accurate information on the Website, on occasion, pricing, typographical, or other mistakes may occur. RxMart reserves the right to cancel any transactions processed with inaccurate information submitted by any Participants, and the return of any amounts paid by you to RxMart in the canceled transaction shall be your sole remedy.
3. Registration: To use or purchase any RxMart Services or Participant Services, you must be a Participant of RxMart.com, which is available to companies legally organized and authorized to do business in the United States with a shipping address in the United States under the laws of their state of residence, not precluded from registering and undertaking the various obligations under this Agreement, and having a shipping address in the United States or use an APO/FPO U.S. military address (each a "Qualified Member"). RxMart does not allow the use of P.O. Boxes or similar address types not directly associated with a place of business as a valid address. Qualified Members certify that they are authorized under all applicable laws to disclose and provide accurate information to RxMart. Qualified Members further authorize RxMart to use the personal information in connection with the Website and the provision of RxMart and Participant Services subject to the terms of this Agreement. If you do not qualify to be a Participant, please do not use RxMart.com.
By becoming a Participant and by accessing any portion of RxMart.com, you have a limited license to use its contents for your personal, non-commercial use according to this Agreement, unless commercial use has been authorized by RxMart in a separate written agreement with you. Your license may not be transferred, sold, or used by any other person or entity without the express prior written permission of RxMart.
4. Participant Information: You agree to provide information reasonably requested by RxMart related to registration, the RxMart Services, or Participant Services, and by becoming a Participant, you certify that all information you provide to RxMart ("Participant Information"), whether through the registration process or otherwise, will be true, accurate, current, and complete. You will indemnify and hold RxMart harmless from any and all loss, liability, cost, damage, and expense it may incur as a result of any inaccurate Participant Information you provide at any time, as well as any Participant Information which becomes inaccurate. You agree to update your Participant Information to reflect any changes that may occur, and you are solely responsible for the accuracy and disclosure to us of your Participant Information. You agree that RxMart is not liable to you or any third party for damages or losses related to the accuracy or disclosure to us of your Participant Information. RxMart respects the privacy of Participant Information. Please review RxMart's Notice of Privacy Policy and Internet Privacy and Security Policy for more information regarding RxMart's policies and procedures for protection, disclosure, and use of Participant Information. Subject to the privacy protections contained in the above-referenced policy, RxMart retains a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and store (in any media, currently known or unknown) Participant Information related to this Agreement or provision of RxMart Services.
5. Identity Verification: You will receive or create a password and login when becoming a Participant. It is your responsibility to maintain the confidentiality of your password and login. You are responsible for all activities that occur under your password and login. You agree not to share your password and login with another person under any circumstances, and if you do so, you will be solely responsible for any loss, damage, or expense resulting from unauthorized use of such information. This requirement is intended to protect you, as well as RxMart and other RxMart.com users. You agree to immediately notify RxMart of any loss, theft, or unauthorized use of your password or login or any other breach of security. Except for your designated legal representative or other person you have authorized during the registration process, you shall not allow any other person or entity to use your username or password. You agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity, or association, use false email or other headers, or otherwise conceal your identity from RxMart for any purpose. You agree not to attempt to access, delete, or modify the data or the account of another Participant.
6. Fees:
There may be a charge, payable directly to RxMart, to become a Participant of RxMart.com. Participants desiring to use RxMart.com for commercial purposes must also accept and acknowledge the Commercial Use Agreement with RxMart and pay charges in accordance with the terms of that agreement.
Other Services Fees and Taxes: You are responsible for promptly paying all fees and charges ("Fees") associated with your use or purchase of RxMart Services for which there is a charge at the time of purchase. Furthermore, you shall be responsible for any applicable federal, state, or local franchise fees, surcharges, sales and use taxes, and any other taxes (except those related to RxMart's net income) related to the RxMart Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase. Fees and Taxes for using the RxMart Services will be identified in subsequent changes to RxMart.com and shall be effective immediately when posted. All Fees and Taxes are payable in U.S. dollars.
Penalties: Participants will be subject to a penalty of $100,000.00 if they try to capture information from RxMart.com and use such information for purposes other than filling prescriptions. Independent pharmacies, healthcare providers, and wholesalers that are participants of RxMart shall be subject to a fine of $250,000.00 if RxMart determines that they routinely access the website to monitor pricing of pharmaceuticals for the benefit of non-participating pharmacies.
7. Restrictions on Use of RxMart Intellectual Property, Website, and RxMart Services: RxMart or its content providers own all of the content, materials, and other intellectual property related to RxMart.com and RxMart Services, including without limit all text, graphics, photographs, music, data, images, audio and video clips, software, names, button icons, logos, images, designs, titles, words or phrases, page headers, service names, trademarks, patents, and copyrights (collectively, "Materials"). You have no rights to the Materials, except as may be expressly set forth in this Agreement. Any use of the Materials, except as permitted by this Agreement, is expressly prohibited. The Materials and use of RxMart.com and RxMart Services are registered and/or protected by U.S. and international copyright, trademark, and other laws. Your license to use RxMart.com and RxMart Services includes the limited right to view, bookmark, download and print, for your noncommercial, personal use and information only (unless RxMart has authorized commercial uses in a separate agreement with you), those pages of RxMart.com that interest you, subject to any other terms and conditions of use and/or payment in this Agreement or on RxMart.com. Your continued use of any Materials is terminable by RxMart at any time under the circumstances described in this Agreement. You agree to retain all copyright and other proprietary notices contained in RxMart.com or the RxMart Services. You may not delete or change any copyright or trademark notices, and may not alter or modify the content in any manner without the express written permission of RxMart. You further agree that you will not:
Use RxMart.com or the RxMart Services to transmit, copy, reproduce, republish, upload, post, transmit, email, or distribute in any way material or content that infringes any copyright, trademark, proprietary, or other right of any party or that violates this Agreement.
Copy (except as set forth above for noncommercial personal use or a separate commercial agreement with RxMart), modify, distribute, create any derivative or compilation work from, or display the Materials or any other content from RxMart.com or the RxMart Services or redeliver such content using framing or similar technology.
Use any device designed to provide repeated automated access to RxMart.com or RxMart Services other than those made generally available by RxMart.
Include "RxMart," or any other RxMart trademarked materials, the name of any RxMart personnel, or any variation of these items as a metatag or hidden textual element, or in any other fashion that may create a false or misleading impression of affiliation, sponsorship, or endorsement between RxMart and you, any other party, or any other website, or otherwise use these items without RxMart's express written permission.
Collect, harvest, or store personal data about other users of RxMart.com or the RxMart Services.
Upload, email, or otherwise transmit to RxMart or through RxMart.com or the RxMart Services or any RxMart computer network any sexually explicit or pornographic image or statement; advertising, promotional, or other unauthorized communication, including without limitation, "junk mail," surveys, unsolicited email, "spam," "chain letters," "pyramid schemes," or other inappropriate or prohibited materials; and any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or any other computer code, files or programs that might interrupt, limit or interfere with, damage, surreptitiously intercept or expropriate or permit unauthorized access to or use of any system, data or information related to RxMart.com or the RxMart Services or any computer software, hardware or communications equipment that is owned, leased or used by RxMart.
Use RxMart.com or the RxMart Services to advertise or perform any commercial solicitation unless authorized in a separate commercial agreement with RxMart.
Use RxMart.com or the RxMart Services to post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
Use any robot, spider, scraper, or any other automated means to access RxMart.com or the RxMart Services for any purpose without RxMart's express written permission.
Forge any TCP/IP packet header or any part of the header information in any email or posting.
Take any action that imposes, or may impose, in RxMart's sole discretion, an unreasonable or disproportionately large load on the RxMart infrastructure.
Interfere or attempt to interfere with the proper working of RxMart.com, RxMart Services, or any activities conducted on RxMart.com.
Bypass measures used by RxMart to prevent or restrict access to RxMart.com or the Services, violate or attempt to violate the security or authentication measures of the RxMart system, or attempt to probe, scan, or test the vulnerability of a system or network without proper written authorization from RxMart.
8. Disclosure and User-Generated Content: RxMart reserves the right to disclose the identity of anyone posting or transmitting any information or materials violating the above prohibitions to law enforcement authorities or pursuant to any court order requesting or directing RxMart to disclose such information. RxMart does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by users of RxMart.com or the RxMart Services, nor does RxMart endorse any opinions expressed by users or any third parties using RxMart.com or the RxMart Services. Any reliance on material posted by other users or Participants shall be at your own risk.
9. Fraud, Manipulation, and Termination: You may not manipulate the price or other information associated with any order provided by a Participant for any Participant Service. Without limiting any of its other available rights or remedies, RxMart may suspend or terminate your license and use of RxMart.com if, at its sole discretion, it reasonably suspects that you have violated any provisions of this Agreement or engaged in any improper, dishonest, or fraudulent activity in connection with RxMart.com or the RxMart Services. If any member is suspicious of criminal or counterfeit activity on the marketplace, please report it to the FDA Office of Criminal Investigations as per their website's guidelines, as well as to a RxMart Administrator via [email protected] with a description of the matter. If your account is suspended because RxMart suspects that you have violated any provision of this Agreement or engaged in any improper, dishonest, or fraudulent activity in connection with RxMart.com or the RxMart Services, you will not be entitled to any refund for services you have paid for or credits due. RxMart specifically reserves the right to reject any medication it believes is fraudulent or illegally submitted, and you will not be refunded for any payment made to or due from RxMart for such medications.
10. Other Disclaimers: THE RXMART SERVICES ARE PROVIDED "AS IS WHERE IS," SUBJECT TO ANY AND ALL FAULTS AND DEFECTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT. FURTHERMORE, RxMart MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING PARTICIPANT SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, RxMart HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS AND NON-INFRINGEMENT, TITLE, OR COMPLIANCE WITH ANY FEDERAL, STATE, OR OTHER LAW(S), AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THIS AGREEMENT, THE RxMart SERVICES, PARTICIPANT SERVICES, OR RXMART.COM. NO ADVICE OR INFORMATION GIVEN BY ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE, OR AGENT OF RxMart (collectively a "RxMart AFFILIATE") SHALL CREATE A WARRANTY OR REPRESENTATION BINDING UPON RxMart UNLESS IN WRITING SIGNED BY THE CHIEF OPERATING OFFICER OF RxMart. NO ONE ELSE IS AUTHORIZED TO MAKE ANY WARRANTY ON RxMart’S BEHALF, AND YOU CANNOT RELY ON ANY OTHER REPRESENTATION OR ASSERTED WARRANTY OR GUARANTEE.
YOU AGREE THAT RXMART AND THE RXMART AFFILIATES ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS, OR PERFORMANCE OF RXMART.COM, THE RXMART SERVICES, THE PARTICIPANT SERVICES, OR ANY MATERIALS ON RXMART.COM, THE PERFORMANCE OF THE INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH YOUR COMPUTER SYSTEMS, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE, OR OTHER DISABLING DEVICE FROM ANY SOURCE (INCLUDING, WITHOUT LIMITATION, RXMART.COM), OR FOR THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN RXMART. RXMART EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED, OR DELAYED COMPUTER TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, OR LOSS OR USE OF DATA, AS WELL AS UNAUTHORIZED ACCESS OF USER TRANSMISSIONS BY THIRD PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT. RxMart DOES NOT REPRESENT OR WARRANT THAT RXMART.COM WILL OPERATE WITHOUT ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER MAKING IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
RXMART.COM INCLUDES CONTENT PROVIDED BY THIRD PARTIES AND BY YOU. RxMart IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER. THESE THIRD PARTIES MAY EXPRESS CERTAIN OPINIONS OR PROVIDE CERTAIN INFORMATION AND OFFERS. RxMart MAKES NO WARRANTIES, AND DISCLAIMS ALL LIABILITY, AS TO THE COMPLETENESS, ACCURACY, TIMELINESS, OR RELIABILITY OF INFORMATION OR OFFERS SUPPLIED BY PARTICIPANTS AND DISTRIBUTED BY RxMart THROUGH RXMART.COM OR OTHERWISE. RxMart DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF ANY PARTICIPANT, INCLUDING ANY SUCH PARTICIPANT'S CONFORMANCE TO ANY LAW, RULE, REGULATION, OR POLICY. RxMart DOES NOT WARRANT THAT INFORMATION, SERVICES, AND PRODUCTS CONTAINED IN RXMART.COM OR THE RxMart OR PARTICIPANT SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE ERROR OR DEFECT-FREE. BEFORE USING ANY RXMART OR PARTICIPANT SERVICES, YOU SHOULD CONFIRM ANY INFORMATION ON THE ACCOMPANYING PACKAGING. YOU ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, AND LEGALITY OF ANY INFORMATION YOU SUPPLY TO RXMART. BY USE OF RXMART.COM, YOU ACKNOWLEDGE THAT SUCH USE IS AT YOUR SOLE RISK, INCLUDING RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH RXMART.COM.
WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT AND SPECIAL DAMAGES THAT MAY RESULT FROM THE SERVICES OF THIS WEBSITE, THE TERMINATION OR SUSPENSION OF YOUR MEMBERSHIP, OR MALFUNCTION OR INTERRUPTION OF THE SERVICES OR WEBSITE FOR MAINTENANCE OR OTHERWISE. WE WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER THEORY, OR OTHERWISE TO YOU OR ANY THIRD PARTY FOR DAMAGES, RECOVERY, COST TO COVER, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES FOR ANY DAMAGES UNDER THIS AGREEMENT. WE WILL NOT BE LIABLE FOR LOST PROFITS, REVENUE, BUSINESS, DATA, PUNITIVE, OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT, WHETHER FORESEEABLE, KNOWN, OR UNKNOWN TO US. THIS LIMITATION OF LIABILITY WILL EXTEND TO DAMAGES RESULTING FROM INVESTIGATIONS, REGULATORY INQUIRIES, LOSS OF REGULATORY APPROVALS AND/OR LICENSES, AND ANY OTHER CLAIM, SUBPOENA, INVESTIGATION, PROCEEDING, OR OTHER CAUSE BROUGHT BY ANY GOVERNMENT AGENCY, COURT, OFFICE, OR AGENT. RxMart RESERVES THE RIGHT TO INFORM ITS MEMBERS ABOUT ANY INVESTIGATION OR REGULATOR REQUEST IN FULL DETAIL.
Disclaimer and Limitation of Liability. RxMart AND THE RxMart AFFILIATES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES AS A RESULT OF ANY BREACH OR DEFAULT BY THEM WITH RESPECT TO THIS AGREEMENT OR THE RxMart OR PARTICIPANT SERVICES, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE TOTAL LIABILITY OF RxMart AND THE RxMart AFFILIATES TO YOU FOR ANY DAMAGES, LOSSES, COSTS, AND EXPENSES RELATED TO ANY CLAIM BY YOU IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE EXCEED THE GREATER OF: (A) THE AGGREGATE AMOUNT OF CHARGES PAID BY YOU FOR THE RxMart SERVICES AND PARTICIPANT SERVICES AT ISSUE; OR, (B) IN THE ABSENCE OF SUCH CHARGES, ONE HUNDRED DOLLARS ($100). YOU AGREE THAT THIS LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU, RxMart, AND THE RxMart AFFILIATES AND REFLECTS THE FEES, IF ANY, RxMart CHARGES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, RxMart.COM AND THE SERVICES WOULD NOT BE PROVIDED TO YOU. ANY CLAIM BY YOU NOT FILED IN ARBITRATION UNDER SECTION 15 BELOW WITHIN ONE YEAR OF YOUR DISCOVERY OF THE FACTUAL BASIS FOR THE CLAIM SHALL BE DEEMED FOREVER WAIVED, BARRED, AND RELEASED.
Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS RxMart AND THE RxMart AFFILIATES FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY, INJURY, COST, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS' AND EXPERT FEES) ARISING OUT OF OR RELATED TO YOUR (A) BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, (B) VIOLATION OF ANY PERSON'S OR ENTITY'S LEGAL RIGHTS (INCLUDING, WITHOUT LIMITATION, COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK, OR OTHER PROPRIETARY RIGHTS, OR PUBLICITY, CONTRACT, MORAL, OR PRIVACY RIGHTS), (C) VIOLATION BY YOU OF ANY APPLICABLE LAW, RULE, OR REGULATION, OR (D) NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT ON YOUR PART, OR (E) UNAUTHORIZED USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN RxMart.
Governing Law. RxMart controls and operates RxMart.com from its offices within the United States. If you choose to access RxMart.com from other locations, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws. You agree that your rights and obligations related to this Agreement, RxMart, and your use of RxMart.com or the RxMart Services shall be interpreted and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles.
Exports. You understand and agree that the RxMart Services and Participant Services may be controlled for export purposes. You agree to comply with all United States export laws and regulations including, but not limited to, the United States Export Administration Regulations, International Traffic in Arms Regulations, directives and regulations of the Office of Foreign Asset Control, treaties, Executive Orders, laws, statutes, amendments, and supplement thereto. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. You acknowledge that export of products or services and any related documentation, in whole or part, contrary to United States law is prohibited. You agree that no part of the RxMart Services or Participant Services available through RxMart.com, either in whole or part, are being acquired for shipment, transfer, or re-export, directly or indirectly, to proscribed, embargoed, or prohibited countries or their nationals, denied destinations, or for prohibited activities or for weapons. Proscribed countries, destinations, and people are set forth in the United States Export Administration Regulations, and the Office of Foreign Asset Control's Specially Designated Nationals list, and are subject to change without further notice from RxMart.
Dispute Resolution (Binding Arbitration). If a dispute, claim, or controversy ("Dispute") arises between you and RxMart or any of the RxMart Affiliates under or in any way relating to this Agreement, RxMart.com, or the RxMart or Participant Services that is not resolved through good faith negotiations and discussions within 30 days of RxMart being notified of such Dispute, such Dispute will be finally settled and resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association using a single arbitrator (who has at least 3 years experience in structuring online commercial transactions and who shall have no power to award consequential, punitive, or exemplary damages), with the arbitration to be commenced within one (1) year after the factual basis for such Dispute becomes known -- otherwise all rights, claims, and causes of action relating to the Dispute shall be deemed irrevocably waived.
Independent Parties. RxMart is an independent contractor and shall not at any time or under any circumstances be considered an agent, partner, joint venturer, or employee of any participants under this Agreement. RxMart shall have no right or authority to assume or create any obligation or responsibility, expressed or implied, on behalf of or in the name of any participant, nor shall RxMart be liable for any representation, act, or omission of, or by, any participants under this Agreement. RxMart shall not have any authority or control to direct, supervise, or control any participant under this Agreement.
Assignment. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of RxMart. RxMart may assign its rights and/or delegate its obligations under this Agreement to any participant and its parent or any other entity controlling, controlled by, or under common control with RxMart without prior notice to or consent from you.
Miscellaneous. This Agreement represents the entire understanding and agreement between RxMart and you, and supersedes all other agreements, express or implied, between the parties. No waiver, alteration, or modification of any of the terms of this Agreement shall be binding unless made in writing and signed by a duly authorized representative of each party hereto. RxMart will not be liable for any failure or delay in its performance due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure thereof, failure of the Internet or any public telecommunications network, or any other matter. RxMart's failure to enforce any provision of this Agreement will not be deemed a waiver of such provision nor of the right to enforce such provision. If any provision of this Agreement is determined to be unenforceable or invalid, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force. Headings are included for convenience only, and shall not be considered in interpreting this Agreement.
Notices. All notices to RxMart shall be in writing and shall be made via certified or registered mail to:
Modification of Terms. RxMart reserves the right to amend the terms of this Agreement at any time, for any reason, and without notice, including the right to terminate the RxMart or Participant Services or any part thereof. Any amendments and modifications made by RxMart will be prospective only, and unless otherwise provided in this Agreement, will be effective upon being posted on RxMart.com.
Links to Third-Party Sites. RxMart.com may contain links to third-party websites. These links will allow you to leave RxMart.com. The linked sites are not under the control of RxMart, and RxMart is not responsible for the contents of any linked site. The links are provided as a convenience, and RxMart does not endorse, sponsor, or recommend any linked site or its contents. RxMart is unable to verify the accuracy or completeness of third-party information posted to RxMart.com or accessible from RxMart.com, and nothing in this Agreement shall be deemed to create any agency relationship or affiliation with such third parties or you or make the third parties or you partners or joint venturers with RxMart, or otherwise provide you or any third parties with any rights to act on RxMart's behalf.
Termination. This Agreement is effective until changed or modified by RxMart or terminated by you or RxMart for any reason whatsoever. If you no longer agree to be bound by this Agreement (as amended from time to time), you must cease use of RxMart.com. RxMart reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of RxMart.com with or without notice at any time and for any reason. You agree that any termination, restriction, or suspension of your access to RxMart.com may be made without prior notice, and you acknowledge that RxMart may immediately deactivate or delete your account and all related information and files in the account and bar you from any further access to the files or RxMart.com. You agree that RxMart shall not be liable to you or any third party for any termination, restriction, or suspension of access to RxMart.com under any circumstances whatsoever. RxMart reserves the right to access Participant Information and to remove any materials that do not conform to this Agreement—although RxMart shall be under no affirmative obligation to monitor any of the foregoing or to otherwise screen or monitor any communications or information prior to its posting. You agree that RxMart has the right, but is not obligated, to monitor your use of RxMart.com and any communications made by you related to such use in any manner. You release RxMart from any liability relating to its monitoring activities. RxMart may also warn its Participants of any actual or suspected improper actions by you. If RxMart denies you access to RxMart.com, you agree to destroy all materials obtained from RxMart.com and all copies of those materials with the exception of your personal account materials. RxMart.com (RxMart) reserves the right to terminate any member with or without notice or cause.
Entire Agreement. This Agreement, and any policies referenced in this Agreement, constitute the entire agreement between you and RxMart related to RxMart.com and the RxMart Services. All prior agreements, representations, statements, negotiations, and undertakings with respect to the subject matters of this Agreement are superseded by the provisions of this Agreement. Neither this Agreement nor any of its provisions may be amended, altered, or added to in any manner except as set forth in a duly authorized amendment to this Agreement or otherwise in writing and signed by the chief operating officer of RxMart. If there is a conflict between the terms of this Agreement and any terms appearing on RxMart.com or in any policies, those terms that are most favorable to RxMart shall govern.
Survival of Obligations. The provisions of this Agreement that by their nature are intended to survive beyond the termination, cancellation, or expiration of this Agreement shall survive.
Consent to Electronic Delivery and Notice. (a) Consent. By clicking the "I Agree" button below, you consent to receive notices solely in electronic format from RxMart. Please regularly check RxMart.com for updates to notices. We will post to RxMart any changes in hardware or software requirements needed to access the notices. (b) Delivery Considerations. To access RxMart.com, you must have access to a personal computer with appropriate and compatible browser software and access to the Internet. To print and save notices, you must have access to a printer. (c) Duration and Withdrawal of Consent. Your consent will be effective indefinitely. We reserve the right to send you paper copies of any documents or notices that you have consented to receive electronically or that are not available electronically and to discontinue sending updated notices electronically to you at any time.
Refund/Return Policy. RxMart charges are fee-for-service based. Users accept the fact that there will be no returns/refunds nor will there be any chargeback accepted.
Pharmacies/Wholesalers on RxMart Platform (RxMart.com) agree not to use or sell any pharmacy information obtained from RxMart platform (RxMart.com) for any purpose beyond finalizing the transaction that took place on the RxMart platform (RxMart.com). Any pharmacy or wholesaler who violates this agreement will face fines ($250,000 per incident) and privileges on the RxMart platform will be terminated.
All information represented by you and provided by you on this platform must be accurate and truthful. The sale of counterfeit, samples, or stolen items is not permitted. All other information must not infringe on any third party’s intellectual properties (copyright, patent, trademark, trade secret, rights of publicity or privacy or other right). Must not infringe on any law, statute, ordinance, or regulation including but not limiting those regulating any protection, unjust competition, anti-discrimination, misleading or false advertising. All other information must not contain any malware, viruses, or programming intended to corrupt or seize any system data or personal information. Furthermore, all information provided must be free of fraud, obscenities, and defamation of any third party. You identify and correspond that our collective “Intellectual Property'' (our patents, trademarks, trade names, service marks, copyrights, and other intellectual property) are and will remain our exclusive solitary property. This agreement will not bestow in you any right of ownership or license rights in our Intellectual Property Ultimately, you agree that you will not now or in the future dispute the legitimacy of RxMart.com’s Intellectual Property. RxMart.com allows all registered users to gain from developments that are branded and patent-pending to RxMart. The performance of this website is subject to an impending patent and is not currently accessible to the public. Upon USPTO issuing a patent, the business methods empowered by this Website, the functions of this Website constitute the confidential trade secrets of RxMart. By allowing yourself and your organization the benefits of the proprietary processes enabled by this Site, you and your organization agree not to reverse engineer, embezzle, independently create, reveal, or otherwise make use of the trade secrets represented on this Site. You agree that in any dispute relating to this proviso, that you and the organization on whose behalf you act hold the burden of verifying with clear and undoubted evidence that you solely possessed a particular trade secret prior to being exposed to the Site. In any dispute arising from this portion of the Agreement, the dominant party shall have its expenses (including but not limited to reasonable attorney fees) compensated for by the non-prevailing party.
SHIPPING DISCLAIMER/CHECKLIST: If your prescription drugs were lost during shipment, email us immediately at EMAIL ADDRESS. RxMart and its affiliates are not responsible for any damages or lost profits that result from any matters that arise during the shipping process. Sellers will not be credited for lost or damaged products. It is the seller's responsibility to purchase extra insurance from FedEx if they desire. Insurance from FedEx is a declared value and not insurance. FedEx API might glitch at times or services go down where it doesn't recognize the Declared values or NO Declared value showing. Ultimately FedEx reserves the rights to deny any claims even if it has a declared value and members hold RxMart Harmless of any financial loss. Communication between Sellers and Buyers is prohibited. All communications must be done via RxMart.com or RxMart.
FROZEN/REFRIGERATED ITEMS MUST BE SHIPPED MON-THU VIA FedEx PRIORITY OVERNIGHT BEFORE 2PM AND AVOID SHIPPING ON THE DAY BEFORE A HOLIDAY OR FORESEEN INCLEMENT WEATHER. If you are shipping a frozen or refrigerated item(s), remember to:
Refrigerate/freeze products prior to packaging per manufacturer's guidelines.
Precool an expanded polystyrene (EPS) container.
Double bag items if shipment contains liquid or perishables that might melt or thaw.
Arrange items compactly, but leave space around the items for coolant/dry ice.
Seal properly.
FOR FedEx GROUND/EXPRESS SHIPMENTS:
DO NOT use FedEx Express envelopes or packaging.
DO NOT use FedEx Drop Boxes.
DO NOT use authorized FedEx drop-off locations other than FedEx Direct location and FedEx Pickups where the packages are handed and scanned directly by FedEx personnel.
MAKE SURE a sturdy box with packaging is used.
SHIPPING AGREEMENT: Shipping items must comply with the Prescription Drug Marketing Act (PDMA), the 2013 Drug Supply Chain Security Act (DSCSA), other laws, and Sellers' policies. The pharmacist whose signature appears on the signature block represents and warrants he/she is a representative or the member shown and duly authorized to certify that all salable goods shown have been stored and handled under manufacturers' temperature and storage requirements while in member's possession, other than information provided, has not been otherwise damaged and, to the best of his/her knowledge, are salable and have been handled to prevent diversion of goods.
Furthermore, the contents and quantity of the prescription drugs must agree with this form. The final credit amount may be adjusted to reflect damaged, missing, or non-conforming goods, or those not in accordance with RxMart (DBA RxMart.com)'s shipping policy.
DISCLAIMER: By placing this order, you agree to indemnify and hold RxMart (DBA RxMart.com) harmless from any claim asserted by a third party that arises from, relates to, or concerns any of your actions or omissions, including but not limited to your breach of the User Agreement or violation of any law or third-party rights. When shipping your prescription drug(s), you are responsible for complying with all applicable local, state, and federal laws, statutes, and regulations, as well as the payment of any taxes.
RxMart prohibits direct contact between buyers and sellers and requires all communication to be conducted via RXMART.com.
RxMart or its affiliates are not responsible for products lost or damaged during the shipping process. The seller will not receive credit, but the buyer will be credited for the total sale.
Occasionally, RxMart collaborates with third parties for marketing campaigns where you may opt in to receive materials and agree to provide us with your company name, contact information, or any other information used during the registration process. We use this information to fulfill your request for RxMart materials as specified in these marketing campaigns. If you receive unwanted materials from us, please email EMAIL ADDRESS and we will remove your contact information from our marketing lists.
Pharmacies buying or selling products on the RxMart.com marketplace agree to abide by all ACH rules and regulations mandated by law. Both buying and selling pharmacies agree to indemnify and hold RxMart (DBA RxMart.com) harmless from any claim asserted by any party regarding ACH fraud or misrepresentation. The pharmacy legal entity and its owners will be held liable and agree to pay all transactions and fees due, including all legal fees (due to RxMart / DBA RxMart.com) should such a case arise. Transactions dishonored by the receiving depository financial institution and returned to RxMart will be subject to a processing fee and fines.
RxMart is an electronic platform for independent pharmacies to buy and sell small quantities of non-controlled, non-expired overstocked prescription drugs and drugs in short supply, to meet specific patient needs or respond to declared public health emergencies (FDA and state rules and regulations apply). Both parties are responsible for compliance with all applicable laws and hold RxMart, its affiliates, or RxMart.com harmless. RxMart also allows independent pharmacies to search drug wholesalers' inventories and inquire within fellow independent pharmacies regarding drug availability due to shortages or backorders. RxMart (DBA RxMart.com) or its affiliates will act as a neutral facilitator between both parties and not as an agent or broker, and does not direct the sale.
Buyer’s Representations: As a buyer, you authorize RxMart to charge your bank account for the purchase of prescription drugs, shipping, processing, and related charges. If your bank account information changes, you must notify us in writing at least 5 business days before the change via email at EMAIL ADDRESS.
Seller’s Representations: As a seller, you authorize RxMart to charge your bank account a nuisance penalty if you violate any term. If your bank account information changes, you must notify us at least 5 business days before the change occurs. The seller will be charged a nuisance penalty of $500 (the “Nuisance Penalty”) if prescription drugs posted for sale do not match the exact items listed by the seller. The seller will also pay a commission on any item rejected if the item was posted for sale within the last 10 days or less. To avoid this charge, the seller should update their inventory if the item is dispensed or sold outside our platform. As a seller, you agree not to include any promotional or other commercial material in your shipment that is not provided or approved by us. This includes, but is not limited to, materials promoting websites other than RxMart.com, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations, or other marketing or advertising materials. Failure to comply may result in a penalty of $2,500 per instance, deducted from any pending order credits and/or directly from your bank account, as well as termination or suspension of membership. Sellers will forfeit any credits due from buyers if they violate any of our Terms and Conditions, Commercial Use Agreement, Privacy Policy, misrepresentation, or any inaccuracies. Sellers also agree to pay our commission rate and additional fees to ship products back for any errors in listing, handling, or shipping. "The seller attests that the item(s) have been stored and handled according to the manufacturer’s temperature and storage requirements, were not purchased using a government discount program (i.e., 340b) or preferred pricing, are not restricted to a limited distribution network, and were acquired from a manufacturer or wholesaler in compliance with the Drug Supply Chain Security Act (DSCSA). The posted item is not classified as a controlled substance."
All licensed professionals (pharmacies, doctors, and wholesalers) using RxMart and its services must inform us via email (EMAIL ADDRESS) within 3 business days of any changes in license status or address. After the 3-day grace period, RxMart and its affiliates will deduct $1000 per calendar day from any pending deposits. If there are no pending deposits, RxMart will charge $1000 per calendar day after the allowed grace period. If your bank account is closed or insufficient funds are found, both you and your entity are responsible for all accumulated charges, including legal fees.
Hospitals, long-term care facilities, clinics, and independent pharmacies interested in utilizing our Track and Trace (T3) loan or medication borrowing application will be charged monthly as follows:
1-2 sites: $100 per site per month
3-10 sites: $85 per site per month
11-20 sites: $75 per site per month
over 20 sites: $60 per site per month
Doctors ordering medications on the RxMart Marketplace from licensed wholesalers confirm that all medication orders are for office use only. They hold RxMart and its affiliates harmless and assume all legal and financial responsibilities, following all applicable rules and regulations (including federal and state laws). While RxMart will do its best to resolve any issues between doctors, wholesalers, and FedEx, it is ultimately not responsible for any financial losses incurred by any party.
I hereby authorize RxMart to initiate entries (debits or credits) to my accounts in relation to transactions. This authorization will remain in effect until canceled in writing. I agree to notify RxMart in writing (via email) of any changes in my account information or termination of this authorization at least 30 days prior to cancellation. If scheduled payment dates fall on a weekend or holiday, payments may be executed on the following business day. For ACH debits to my checking account, I understand that these electronic transactions may result in immediate withdrawals from my account. In the event of an ACH transaction being rejected for non-sufficient funds (NSF), RxMart may attempt to process the charge again within 30 days, with an additional charge of $39.99 for each NSF attempt, initiated separately from the authorized recurring payment. I certify that I am an authorized user of this bank account and will not dispute these scheduled transactions with my bank, as long as they correspond to the terms indicated in this authorization form. Three NSF incidents per calendar year, or one frozen or closed account, may result in termination of your account. The business entity, including its owner(s) and manager(s), will be responsible for all legal fees and unpaid amounts due. Sellers will forfeit any pending deposit credits for marketplace sales if ACH authorization results in three NSF incidents, or one frozen or closed account per calendar year, leading to account termination.
RxMart reserves the right to delete any listing and/or adjust drug prices to align with market prices.
Registered pharmacies on the RxMart pharmacy marketplace attest that they are open for business and engaged in patient care.
Failure to pay for purchased products on the RxMart Marketplace will result in legal action. Additionally, any returned, bounced, or canceled payments for goods purchased and received will result in delinquent fees and/or legal fees. RxMart will notify buyers of any insufficient payment accounts via email within 2-3 business days. Failure to rectify payment within this timeframe will lead to legal action, and the entity, owners, and members will accept additional charges of $500 per day as well as $700 per hour in legal fees. Sellers have the right to collect funds due directly from the buyer and/or take legal action against the buyer.
Release: RxMart acts solely as a marketplace for buyers and sellers to interact. The submission and confirmation of orders constitute transactions solely between buyers and sellers. The fulfillment of confirmed orders, including DSCSA compliance, and the delivery and shipment of prescription drugs, are the sole responsibility of the seller. By participating in this marketplace, you release RxMart and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives, and employees from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute with one or more registered users. You further agree that RxMart shall not be deemed a party to any contract between seller and buyer.
Seller Warranties – 2013 Drug Supply Chain Security Act (DSCSA) Transaction Statement: Items listed on the site must comply with the DSCSA. By listing prescription drugs on the site, the seller expressly warrants the following:
The sale of prescription drugs will comply in all respects with the DSCSA.
All prescription drugs were received from a compliant source.
The seller received transaction information and a transaction statement from the prior owner of the product, as required by the DSCSA.
The seller did not knowingly ship a suspect or illegitimate product.
The seller had systems and processes in place to comply with verification requirements under the DSCSA.
The seller did not knowingly provide false transaction information.
The seller did not knowingly alter the transaction history.
Traceability Requirements: Upon request by any governmental regulatory agency, the seller must provide, within the time required by applicable state or federal law or within 48 hours, whichever is less, the pedigree of each item posted and sold on the site, including the Transaction History (Statement of Origin), which traces the drug from the point of manufacture and includes information about all transactions the item undergoes until it reaches the buyer. You agree that each item posted for sale on the marketplace meets compliance and reporting criteria of the DSCSA and any applicable regulations then in force.
Fees and penalties that will be deducted from the Seller's final credit if they do not follow these procedures:
$25 per line corrected: If the seller emails us any edits for an order before approval (e.g., LOT# or EXP Date).
$50 per line corrected: If the seller calls in over the phone to make the same changes.
$100 per line corrected: If the seller fails to post an item as per the "How to Post" instructions sent to them along with their account activation email.
20% of the Total Order: If the buyer calls in or sends an email with corrections to the Purchase Order after they have received the shipment.
$150: If the seller does not include a signed Purchase Order with the shipment. Sellers must provide a signature on the Purchase Order per our Terms and Conditions. Funds will be held until the buyer receives a signed PO. Please understand that these fees are in place to ensure compliance with the DSCSA and maintain the integrity of our trading partner community. RxMart reserves the right to change these terms at any time.
Electronic Signature: By completing registration, you agree that you have read, understand, and are bound by all the terms and conditions stated above. You agree that your acceptance constitutes the legal equivalent of your handwritten signature. Please print and/or save a copy of this Agreement for your records. This Agreement is effective upon completion of registration. Please review the important provisions regarding arbitration, RxMart's and its content providers' liability limitations, waivers, indemnities, and other key terms.