These terms and conditions of use (“Terms of Use”) govern your use of our online interfaces and properties (e.g., websites and applications) that are owned and controlled by RxMart Inc (“RxMart”, “we,” “us,” and “our”), including the [Add Company Website Address] (the “Website”), as well as the services provided by third-parties and made available to users through the Website (hereafter the “Services”). The terms “you” and “your” means you, your dependent(s) or representative(s) if any, and any other person accessing your account on the Website. Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the Website and Services. By using the Website, you acknowledge that you have read, understand, and expressly agree to all terms and conditions contained within the Terms of Use and Privacy Policy . If you do not agree to be bound by these terms, you are not authorized to access or use this Website or Services for any purpose; promptly exit this Website.
UNLESS YOU PROVIDE A TIMELY NOTICE TO OPT-OUT, THIS AGREEMENT REQUIRES THAT YOU RESOLVE ANY DISPUTE WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WAIVE ALL RIGHTS TO A TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION. EXCEPTIONS AND INSTRUCTIONS FOR OPTING-OUT ARE DESCRIBED BELOW.
Terms of Use Related to Pharmaceutical Transactions and Payments
- “Product” means any item or product, including pharmaceuticals or prescription drug products, that are legally eligible to be available for sale within the United States by a Seller.
- “Buyer” means an individual or entity who (i) is permitted and qualified to buy a Product pursuant to local, state, or federal law and (ii) intends to, or does, purchase any Product from a Seller using the Website.
- “Seller” means an individual or entity who (i) is permitted and qualified to sell a Product pursuant to local, state, or federal law and (ii) intends to, or does, sell any Product to any Buyer using the Website.
PURPOSE OF Website: RxMart is an online technology platform that provides a marketplace for Buyers to purchase Products from Sellers (“Marketplace”). Upon placement of an order on the Marketplace, a Seller must conduct due diligence on the Buyer and make a decision as to whether to fulfill the Marketplace order. If a Seller chooses to fulfill a Marketplace order, the Seller will directly deliver, ship, or transport purchased Products to the Buyer. RxMart serves only as the technology provider of the Marketplace. RxMart does not participate in the transactions which occur on or in the Marketplace, except as it relates to providing (i) maintenance of the online platform, and (ii) payment processing services. RxMart shall not and does not direct the sale or resale of any Product, and it shall not and does not take title or possession of any Product.
BUYER AND SELLER QUALIFICATION: RxMart will attempt to validate the credentials of each Buyer prior to granting them access to the Website or Marketplace to ensure that that the Buyer is qualified to purchase Products within the United States (“Buyer Qualification Process”). The Buyer Qualification Process may involve multiple steps, including, but not limited to, a verification of a Buyer’s state license and Drug Enforcement Administration (“DEA”) credentials. By accepting these terms, a Buyer consents to the Buyer Qualification Process and agrees to assist RxMart in its efforts to conduct the Buyer Qualification Process, to the extent practicable.
RxMart will similarly adopt policies to validate the identity of Sellers and confirm a Seller’s ability to offer a Product for sale (“Seller Qualification Process”). The Seller Qualification Process may involve multiple steps, including, but not limited to, a verification of a Seller’s state or federal license, as applicable, and DEA credentials. By accepting these terms, Seller consents to the Seller Qualification Process and agrees to assist RxMart in its efforts to conduct the Seller Qualification Process, to the extent practicable.
The Buyer and Seller Qualification Processes, described above, is conducted voluntarily by RxMart and is conducted solely for the purposes of determining whether a Buyer or Seller will be granted access to the Marketplace. The Buyer and Seller Qualification Processes may not be relied upon by Sellers in determining whether to fulfill a Marketplace order, or by Buyers in determining the validity of a Seller’s credentials, or by either Buyer or Seller in determining compliance with any applicable law. Buyers and Sellers must conduct their own evaluation and make an independent determination as to whether to submit or fulfill a Marketplace order, respectively, pursuant to each of Buyer’s and Seller’s legal obligations including, but not limited to, those related to licensing, registration, accreditation, and supply chain management and transparency. By accepting these terms, (i) each Seller represents and warrants that it will independently verify the eligibility of a Buyer to purchase their Products, as required by federal or state law; and (ii) each Buyer represents and warrants that it will independently verify the eligibility of Seller to sell Products, as required by federal or state law.
BUYER REPRESENTATIONS AND OBLIGATIONS:
You represent and warrant that:
(i) You are qualified and permitted to purchase Products within the United States pursuant to applicable local, state, and federal law;
(ii) Upon placing an order on the Marketplace, and pursuant to the payment terms described in “Payment for Pharmaceutical Transactions,” you will pay any amounts necessary or due to the Seller for the order to be fulfilled;
(iii) You will not attempt to offer or engage any Seller to complete a transaction involving Products on the Marketplace in a manner designed to circumvent any transaction fees associated with the Marketplace by executing the transaction off the Marketplace or otherwise. You understand that any such activity will be grounds for your immediate termination from the Marketplace, and grounds for initiation by us of a claim for damages;
(iv) You will abide by all local, state, and federal laws; and,
(v) You will indemnify and hold RxMart harmless from any and all loss, liability, cost, damage and expense associated with your use of the Website, Services, or Marketplace.
(vi) You will use the Marketplace for the purposes of making a bona fide purchase of Products. Use of the Marketplace for any other purpose is unauthorized. You will not use the Website in a fraudulent or unauthorized manner, including but not limited to, signing up for a Buyer account while assuming another’s identity.
SELLER REPRESENTATIONS AND OBLIGATIONS:
You represent and warrant that:
(i) You are qualified and permitted to sell Products within the United States pursuant to applicable local, state, and federal law;
(ii) Upon receiving an order on the Marketplace, you will timely conduct due diligence of the Buyer to ensure that the Buyer is legally eligible to purchase the Product;
(iii) Upon receiving payment from a Buyer, you will fulfill the order within the time period identified during the Marketplace check out process, or upon a period of time agreed upon between you and the Buyer;
(iv) You will not attempt to offer or engage any Buyer to complete a transaction involving Products on the Marketplace in a manner designed to circumvent any transaction fees associated with the Marketplace by executing the transaction off the Marketplace or otherwise. You understand that any such activity will be grounds for your immediate termination from the Marketplace, and grounds for initiation by us of a claim for damages;
(v) You will abide by all local, state, and federal laws; and,
PAYMENT FOR PHARMACEUTICAL TRANSACTIONS: To place an order for any Product on the Marketplace, the Buyer will be prompted to make a payment through a third-party payment processor pursuant to payment terms approved and adopted by the Seller. The Buyer will follow all steps necessary to complete the payment and may utilize any payment method available to the Buyer through the third-party payment processor, including, but not limited to, credit card, debit card, ACH, and/or wire transfer. Buyer agrees to promptly make payment such that the payment will be received by the Seller within three (3) business days of Buyer’s placement of the order on the Marketplace. Buyer understands that Seller will not ship Product until receipt of payment. In the event that Buyer’s payment is not received by the Seller within three (3) business days, Seller may cancel Buyer’s order.
Each of Buyer and Seller understands and agrees that, upon placement of an order, any payment made by the Buyer will be transmitted to and received by an account controlled by the Seller. Seller shall submit a transaction fee to RxMart for use of the Marketplace.
RISK OF LOSS: Buyers and Sellers understand and agree that title and risk of loss shall pass from Seller to Buyer upon delivery of Product(s) to the Buyer. Seller shall ship all Product(s) in suitable and commercially reasonable packaging. In the event that a Product is lost in transit from Seller to Buyer, Seller shall replace the lost Product at Seller’s cost and expense or refund Buyer if replacement is infeasible.
REFUNDS AND ORDER CANCELLATION: In the event that an order for Products is wholly or partially cancelled by RxMart or a Seller, or in the event an order cannot be fulfilled by the Seller, Buyer shall be entitled to a refund from Seller equivalent to the sum paid for the cancelled Product(s).
No Returns
All sales on the Marketplace are final and no returns are accepted. Notwithstanding the foregoing, a Seller may otherwise adopt a return policy, or permit a return on a case-by-case basis, if so desired by the Seller. In the event that a Seller elects to permit a return, and elects to initiate a refund, a refund will be issued to the Buyer, less a processing fee.
Refunds Where Order Cancelled Due To Inability to Verify Buyer Credentials
In the event that an order for Products is cancelled by RxMart or a Seller due to the inability of Seller to verify whether the Buyer is eligible to purchase Products pursuant to local, state, and federal law, and after Seller has attempted at least once to communicate with Buyer in writing to verify Buyer’s pharmacy license or other applicable credentials, Buyer shall be entitled to a refund equivalent to the sum paid for the cancelled Product(s), less a processing fee.
Refunds Where Order is Cancelled by Buyer or Payment is not Timely Received
If an order is cancelled by a Buyer or if payment for an order is not received within three (3) business days and that order is cancelled by the Seller, Buyer shall receive a refund equivalent to the sum paid for the cancelled Product(s), less a processing fee.
Refunds Where Payment for Order Is Received After Order is Cancelled Due to Nonpayment
If payment for an order is not received within three (3) business days, and if that order is then cancelled by the Seller, but payment for the Products is ultimately received after the order was cancelled, Seller may elect to fulfill the order in their sole discretion. In the event that Seller chooses to maintain the order’s cancelled status, Buyer shall receive a refund equivalent to the sum paid for the cancelled Product(s).
General Terms of Use Applicable To All Users and Uses
USER REPRESENTATIONS: You represent and warrant that you are of legal age to agree to the Terms of Use set forth herein. You further represent and warrant that: (i) you have the legal ability and authority to agree to these Terms of Use and use the Website and Services; (ii) the information you provided during your registration is accurate and complete; (iii) you will comply with all applicable laws and are qualified to purchase and/or sell the Products within the United States; and (iv) you will not interfere with, disrupt, or replicate, or attempt to interfere with, disrupt, or replicate this Website and Services and its security measures and protocols. If any information you provided to us becomes inaccurate, incomplete, or otherwise false and/or misleading, you will immediately notify us. You are responsible for ensuring that any information you provide is complete, up to date, and accurate.
MODIFICATION OF TERMS: We reserve the right to update and/or modify the Terms of Use at any time and for any reason, without penalty or liability to you or any third party. Any changes of the Terms of Use are effective immediately upon posting. By continuing to access and use the Website, you expressly agree to follow and be bound by all applicable updates and changes to the Terms of Use.
MODIFICATION OF WEBSITE AND SERVICES: We reserve complete and sole discretion with respect to the operation of the Website and the Services. We may withdraw, suspend, or otherwise discontinue any functionality or feature of the Website and Services. We reserve the right to maintain, delete, or destroy all communications and user content posted or uploaded to the Website pursuant to applicable law and our internal record retention and/or destruction policies. Occasionally, we may perform maintenance on or upgrade the Website or Services or the underlying structure that enables use of the Website. This may require us to temporarily suspend or limit your use of our Website or the Services until such time the maintenance or upgrade is completed. To the extent possible, we will endeavor to publish the time and date of such expected suspension or limitation of the Website or Services in advance. You agree that you are not entitled to claim any damages for such suspension or limitation during such maintenance or upgrade.
LICENSE: Upon accepting the Terms of Use, you are granted a limited, non-assignable, non-sublicensable, non-exclusive license to use the Website or Services on a personal computer, mobile phone, or other electronic device for commercial use through your individual account. You agree not to grant any third party the right to your use of our software, Website or Services.
USE OF SERVICES: You are required to provide us with your organization’s name, license numbers, an email address, and phone number upon registering for a user account. We will use your email address or phone number to send you important updates about the Website and Services, as well as notifications when information and documents are added that you need to be aware of (e.g. forms, updated terms, etc.). In some instances, but not all, registered users may be permitted to opt out of receiving certain emails.
Use of the Website and Services described herein are subject to our Privacy Policy. The Privacy Policy is hereby incorporated by reference into these Terms of Use.
Portions of the Website or Services are only available to users who have registered and created an account with an appropriate username and password (“Registered Users”).
Each Registered User is responsible for controlling the privacy, dissemination, access to, and use of their username and password, and/or licensed entity information necessary for verification, and promptly informing us of any need to deactivate a password or account. You also agree to promptly notify us of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Website or Services by emailing us at [Email address]. We explicitly disclaim liability for any and all losses and damages arising from your failure to comply with this section.
PRODUCT DISCLAIMER: We make no representation or warranty as to the content or quality of any of the Products sold by the Sellers and are not to be interpreted as engaged in the sale or resale of the Products. The Website is exclusively a Marketplace as described herein.
CALLING & SMS MESSAGES: You may have the option to receive telephone calls and text (SMS) messages from us. By enrolling to receive such calls or messages, you consent to receive these communications from us or our affiliates concerning your use of the Website and Services. These communications may include, but are not limited to, transactional messages related to your use of the Website and Services. You may unsubscribe from these communications at any time by following the instructions set forth on the enrollment page. Alternatively, you may unsubscribe from SMS messages by texting “STOP” to the message received, or by contacting us at ________________.
You understand that while RxMart takes the privacy and the security of your sensitive information very seriously, RxMart we cannot guarantee that the transmission of information over the internet and mobile networks is fully secure. SMS messages and emails that you send to or receive from RxMart are not encrypted, which means that it is possible they may be intercepted by third parties. You should not text or email sensitive information. If you choose to send or receive information about your health or any other sensitive information by text message or email, you do so at your own risk.
CONTENT OF COMMUNICATION: We do not endorse or take responsibility for the content of communications made using any portion of the Website, the Sellers or the Buyers using the Website. By using the Website, you agree that any content received or transmitted is entirely the responsibility of the individual from whom such content originated. You agree that you are solely responsible for the content you choose to upload onto the Website. You agree not to (i) access the Website or use the Services in any unlawful way or for any unlawful purpose; (ii) post or transmit (a) a message under a false name, or (b) any data, materials, content, or information (collectively “Information”) which is (1) libelous, defamatory, obscene, fraudulent, false, or contrary to the ownership or intellectual property rights of any other person, or (2) contains or promotes any virus, worm, Trojan horse, time bomb, malware, or other computer programing or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the Website or the Services, personal information, software, equipment, servers, or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the Website or the Services; (v) use robots or scripts with the Website; (vi) attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate, or otherwise alter, defraud, or create false results from any executable code, information on, or received by this Website; (vii) incorrectly identify the sender of any message transmitted to the Website. You may not alter the attribution or origin of electronic mail, messages, or posting; (viii) harvest or collect personal information about any other individual who uses the Website or the Services; (ix) infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties. All information you provide to us or any third-party through the Website shall be true, accurate, current, and complete.
Any information displayed on the Website is for informational purposes only. No content shall be construed as a professional opinion, clinical advice, or relied upon to diagnose or treat any particular condition.
PAYMENT: You agree that we, or our contractors and agents, including any third-party payment processors, may charge your credit card or other payment mechanism on file, if any, for all amounts due and owing for any transaction occurring on the Website, including taxes and service fees, or any other fee associated with use of your registered account. We may change prices at any time, including changing a free service to a paid service for the use of your registered account; provided, however, that we will provide you with prior notice and an opportunity to terminate your registered account. You agree that in the event we are unable to collect the fees owed for the Products or Services through your account, we may take any other steps we deem necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by us or the Sellers in connection with such collection activity, including collection fees and court costs.
NOTICE OF FINANCIAL RESPONSIBILITY. You acknowledge that you are solely responsible for all applicable charges at the prices then in effect for the Products or Services. RxMart may collect payment on behalf of Sellers of the Products and collect a transaction fee as described herein.
Termination: Unless expressed otherwise in writing, we reserve the right to terminate, rescind, revoke, or modify your access to the Website or Services without notice at any time for any reason. Any violation by you of these Terms of Use will result in immediate termination. We shall not be liable to you or any third party for any such termination. You may opt out of the Website or Services at any time.
After termination, RxMart will have no further obligation to coordinate the Services through its Marketplace, except to the extent RxMart is required to provide you records under applicable law. Applicable terms in the Terms of Use, including, but not limited to, the following provisions shall survive the expiration or termination: Indemnification, Limitation on Liability, Limitation on Time to File Claims.
Intellectual Property: All materials on the Website or Services, including the design, layout, and organization (collectively referred to as “Materials”), with the exception of data contained in user records, are owned and copyrighted by us or our affiliates and are protected by all applicable intellectual property laws. All rights and title to the Materials, trademarks and service marks herein remain with us or its licensors. You are authorized to view the Website or Services and Materials. All rights not expressly granted herein are reserved to us. You may not reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, circulate or exploit for commercial gain any portion of the Website or Services or the Materials. You further agree that any information you provide or use on the Website or Services, and your use of the Website or the Services, will not infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties.
You further agree that you shall not, and shall not permit any individual or entity to (a) reverse engineer, disassemble, decompile, decode, or adapt the Website, Services, or Materials, or otherwise attempt to derive or gain access to the source code of the Website, in whole or in part; (b) bypass or breach any security device or protection used for or contained in the Website or Services; (c) use the Website or Services for purposes of: (i) benchmarking or competitive analysis of the Website; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to our commercial disadvantage; or, (d) use the Website, Services, or Materials for any other purpose or application not expressly permitted by this Agreement.
COPYRIGHT NOTICES: RxMart reserves the right to remove any content or any other material or information available on or through our Services, at any time, for any reason. RxMart otherwise complies with the provisions of the Digital Millennium Copyright Act ("DMCA") applicable to Internet service providers and responds to clear notices of alleged copyright infringement. If you have objections to copyrighted content or material made available on or through our Website or Services, you may submit a notification to RxMart, ATTN: Designated Copyright Agent, [Add RxMart Address] or [Add email address].
TRADEMARKS: Our name, and all related names, logos, product and service names, designs, and slogans are trademarks of RxMart or its affiliates or licensors. You shall not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
THIRD PARTY WEBSITES: We may provide external links to third party web sites. These Terms of Use apply only to your relationship with us and the Website or Services, and do not describe the terms and conditions, privacy policies or other policies of third parties. Your use of third-party websites is at your own risk and subject to the third party’s terms and conditions. We disclaim any and all liability for any information set forth on linked sites.
NO ENDORSEMENT: Information provided on the Website is for your convenience only. We do not endorse the promotions, Products, publications or services of any third party. We do not warrant or validate the advertisements, promotions, communications, or other materials of any third party. Any views expressed by third parties on this Website or Services are solely the views of such third party, and we assume no responsibility or liability for the accuracy of any statement made by such third party.
GEOGRAPHIC RESTRICTION: We provide this Website for use only by persons located in certain locations of the United States. We make no claims that the Website and Services herein provided are accessible or appropriate outside of those locations within the United States. If you access the Website or Services from outside the United States, you do so at your own risk and you are responsible for compliance with local laws.
INDEMNIFICATION: You hereby agree to hold harmless, defend and indemnify us, our principals, owners, officers, directors, managers, employees, contractors, agents, other affiliated companies, suppliers, successors, and assigns from all liabilities, claims, demands, and expenses, including attorney’s fees, that arise from or are related to (a) your use or misuse of the Website or Services, (b) your breach of these Terms of Use, (c) the content or subject matter of any information you provide to us, and/or (d) any negligent or wrongful act or omission by you in the use or misuse of the Website or the Services, including without limitation, infringement of third party intellectual property rights. You agree to waive, to the fullest extent permitted by law, all laws that may limit the efficacy of such indemnifications or releases.
LIMITATION ON LIABILITY: IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF PROFITS, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS WEBSITE OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY PRODUCTS, GOODS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE AND ACKNOWLEDGE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES THAT ARISE FROM YOUR SALE OR PURCHASE OF ANY PRODUCTS, INCLUDING PHARMACEUTICAL PRODUCTS, MADE AVAILABLE FOR SALE, OR PURCHASED BY, PERSONS OR ENTITIES USING THE WEBSITE. IN NO EVENT SHALL OUR TOTAL LIABILITY EXCEED THE AGGREGATE FEES PAID TO US AS PART OF THE TRANSACTION GIVING RISE TO THE CLAIM. We are not liable to you or anyone else for any decision made or action taken based on use of this Website OR SERVICES, except as required by law.
Your acceptance of this limitation of liability is an essential term and We would not grant you access to the Website(s) or Marketplace without your agreement to this essential term of these Terms of Use. If you are a California resident, you waive your rights with respect to California civil code section 1542, which indicates “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
DISCLAIMER: THE WEBSITE OR SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, FREE FROM ERROR, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
We will make reasonable efforts to keep the Website and Services content timely and accurate, but we make no guarantees, and disclaim any implied warranty or representation about accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the Website and Services. We assume no liability arising from or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Website and Services.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OFFERED THROUGH THE WEBSITE IS AT YOUR OWN RISK.
THE MARKETPLACE IS A NEUTRAL PLATFORM THAT ALLOWS INDEPENDENT SELLERS TO OFFER THEIR PRODUCTS DIRECTLY TO BUYERS. SELLERS OPERATE INDEPENDENTLY AND ARE NOT EMPLOYEES, AGENTS, REPRESENTATIVES, OR AFFILIATES OF THE MARKETPLACE. THE MARKETPLACE DOES NOT CONTROL, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY SELLER, THEIR LISTINGS, OR THE PRODUCTS AND SERVICES THEY OFFER. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING ANY SELLER’S CONDUCT, PRODUCT DESCRIPTIONS, AVAILABILITY, PRICING, OR QUALITY. ACCORDINGLY, THE MARKETPLACE HAS NO RESPONSIBILITY FOR, AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM, THE SALE OF PRODUCTS OR SERVICES BY ANY SELLER.
Governing Law: These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, as amended from time to time, without regard to principles of conflicts of law.
LIMITATION ON TIME TO FILE CLAIMS: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF, OR RELATING TO, THESE TERMS OF USE OR THE SITE OR SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
AGREEMENT TO ARBITRATE, VENUE: You agree that any dispute, claim or controversy arising out of or relating to these Terms OF USE or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Dispute(s)”) will be settled by binding arbitration. This arbitration clause governs all disputes, except that each party retains the right: (i) to bring an individual action in small claims court, and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”).
Without limiting the foregoing, you may decline the above arbitration provisions, thereby retaining the right to litigate any other Dispute if you provide us with written notice of your election, by U.S. mail or express courier to the address contained in the “Notices” section below, within thirty (30) days following the date you first agree to these Terms of Use (such notice, an “Arbitration Opt-out Notice”). If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, any other claims, will be the state and federal courts located in located in Great Neck, New York and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
UNLESS YOU TIMELY PROVIDE US WITH AN ARBITRATION OPT-OUT NOTICE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND WE OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF ANY CLASS OR REPRESENTATIVE PROCEEDING. MOREOVER, THE ARBITRATOR WILL HAVE NO AUTHORITY TO AWARD PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL DAMAGES OR ANY OTHER DAMAGES NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL DAMAGES, EXCEPT AS REQUIRED BY LAW.
Any arbitration occurring pursuant to this section will be administered by the American Health Lawyers Association (“AHLA”) before a single arbitrator with the locale of all hearings requiring physical attendance of the parties to occur in in Great Neck, New York, or as otherwise mutually agreed upon by the parties. Any judgment award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
This section will survive any termination of these Terms of Use.
ARBITRATION FEES: The costs of any arbitration, as described in the previous section, including without limitation, the fees of the arbitrator (but excluding each party’s attorney’s fees) shall be paid by the claimant who initiates the arbitration.
SEVERABILITY: If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.
WAIVER: No delay by us in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.
Notices: We may provide notice to you by e-mail at the e-mail address you provided during registration, by a general notice on the Website or Services, or by written communication delivered by first class U.S. mail or express courier to your address on record in your account information. You may give notice to us at any time, in writing, delivered by first class U.S. mail or express courier to:
[RxMart Registered Agent Address].
