Welcome to PharmXa.com, which is owned and operated by PharmXa (hereafter referred to as "PharmXa"). This User Agreement and Terms and Conditions of Website Use (collectively, the "Agreement") contains the terms, provisions and conditions upon which PharmXa is willing to provide you access to and use of any PharmXa website and all related pages, information, databases, functionality and materials (collectively, "PharmXa.com" or the "Website"), and governs your use of PharmXa.com. If you do not agree to be bound by this Agreement, you may not access or use PharmXa.com. Your use of PharmXa.com constitutes your acceptance of this Agreement, and the accompanying Notice of Privacy Practices and Internet Privacy and Security Policy in effect at the time. Please scroll down through this Agreement to review important provisions regarding arbitration, limitation of liability, waivers and indemnities, and other important provisions. The fees and other charges assessed by PharmXa are based upon your acceptance, and the enforceability, of the arbitration, liability limitations, waivers and indemnity provisions -- in the absence of which such fees and costs would be increased to compensate for the potential additional business expenses.
Before you may use PharmXa.com, you must register by completing an online form that is only available to complete after you read and accept all of the terms and provisions of this Agreement, including those expressly set out below and those incorporated by reference. All policies incorporated by reference are accessible through links in this Agreement, which should be accessed and read before you click and accept below.
PharmXa may make changes to this Agreement, or any policies governing use of the Website and related services, at any time in its discretion. Any such changes will apply prospectively upon posting on PharmXa.com, unless otherwise required by applicable law. PharmXa encourages you to review this Agreement regularly, as your continued access or use of the Website following such changes constitutes your acceptance of the updated terms. You should print a copy of this and future Agreements for your reference.
You accept that PharmXa.com website and its services, including all content, software, functions, materials, and information made available on or 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 the transactions under this Agreement, any and all express, statutory, implied warranties of Merchantability, Non-Infringement of Third Party right, or Fitness for a Particular Purpose. We also disclaim any and all implied warranties arising out of the course of dealings, performance of Members, or usage of trade as well as any obligation, claim, right, remedy in tort, or liability even if arising from our negligence.
We do not guarantee whatsoever that this Website’s Services meet your requirements or that this Website will be in working order by being available, timely, secure, uninterrupted, or free of error 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 of your postings or prescription drugs that do not sell or remain unsold.
We disclaim the above 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 from the operation of this Website or its Services, whether known or unknown, actual or inchoate, contingent or liquidated.
We are not involved in transactions between Buyers and Sellers or other dealings. Therefore, in the event of a dispute between the parties, each party agrees to release PharmXa (DBA PharmXa.com) administrators, executors, representatives, agents, attorneys, assigns and all others claiming by or through him or them from claims, demands, and damages of any kind arising out of or in connection with the dispute.
PharmXa is a neutral technology platform that connects licensed pharmacies. PharmXa is not a party to transactions and does not buy, sell, dispense, or distribute medications. All users operate as independent, licensed pharmacies and are solely responsible for their activities, which must comply with applicable laws and be conducted for legitimate, patient-specific needs.
This Agreement is a contract between you and PharmXa and incorporates PharmXa’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 PharmXa at PharmXa, Attn: Legal, Info@PharmXa.com.
PharmXa operates as a marketplace that facilitates connections between businesses and does not function as a wholesaler. The Website is an Internet-based electronic marketplace connecting buyers and sellers ("Participants") of a variety of pharmaceutical related products (and services) made available for use and purchase by the Participants (collectively, "Participant Services"). As owner of the Website, PharmXa manages the functional and technical operations required to maintain and support the Website (the "PharmXa Services"). Although the Website may be referred to as an online pharmaceutical auction site, PharmXa is not an auctioneer or a clearinghouse and does not sell Participant Services. Because it does not sell Participant Services, PharmXa explicitly and specifically disclaims any responsibility for the quality, safety, or legality of the products advertised, the truth or accuracy of the listings, the ability of the Participants to sell or deliver the Participant Services, or the ability of Participants to pay for them. PharmXa cannot ensure that a Participant will actually complete a transaction. You are responsible for accurately entering your information into PharmXa.com. PharmXa will not review such information as a part of the PharmXa Services. Information submitted by you or generated from transactions through the Website (absent any personably identifiable information) will be available on the PharmXa system to all pharmacies within the service area and others per this Agreement for development of statistical data to facilitate efficiency and competition in the field of pharmacy services. PharmXa may provide additional PharmXa Services such as Similar Product Pricing Comparison ("SPPC") services. Any PharmXa Services that you order from PharmXa.com for which PharmXa charges fees shall be paid by you with valid funds at the time you place your order. PharmXa may, at its sole discretion, delete or change some or all of the PharmXa 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 PharmXa.com or otherwise.
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 PharmXa. Unless otherwise prohibited by applicable law, you release PharmXa 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 PharmXa 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. PharmXa reserves and shall have the right to cancel any transactions processed with inaccurate information submitted by any Participants, and the return of any amount paid by you to PharmXa in the cancelled transaction shall be your sole remedy.
To use or purchase any PharmXa Services or Participant Services, you must be a Participant of PharmXa.com -- which is available to (a) 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, are not precluded from registering and undertaking the various obligations under this Agreement and who have a shipping address in the United States or use an APO/FPO U.S. military address (each a "Qualified Member"). PharmXa does not allow for the use of P.O. Boxes (or similar address types that are not associated directly with a place of business) as a form of a valid address. The Qualified Member certify that they are authorized under all applicable laws to disclose and provide accurate information to PharmXa. The Qualified Member further authorize PharmXa to use the personal information in connection with the Website and the provision of PharmXa and Participant Services subject to the terms of this Agreement. If you do not qualify to be a Participant, please do not use PharmXa.com.
By becoming a Participant and by accessing any portion of PharmXa.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 PharmXa 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 PharmXa.
You agree to provide information reasonably requested by PharmXa related to registration, the PharmXa Services or Participant Services, and by becoming a Participant, you certify that all information you provide to PharmXa ("Participant Information"), whether through the registration process or otherwise will be true, accurate, current, and complete. You will indemnify and hold PharmXa 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 PharmXa 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. PharmXa respects the privacy of Participant Information. Please review PharmXa's Notice of Privacy Policy and Internet Privacy and Security Policy for more information regarding PharmXa's policies and procedures for protection, disclosure and use of Participant Information. Subject to the privacy protections contained in the above-mentioned policy, PharmXa 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 PharmXa Services.
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 PharmXa and other PharmXa.com users. You agree to immediately notify PharmXa 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 e-mail or other headers, or otherwise conceal your identity from PharmXa for any purpose. You agree not to attempt to access, delete, or modify the data or the account of another Participant.
PharmXa or its content providers own all of the content, materials, and other intellectual property related to PharmXa.com and PharmXa 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 PharmXa.com and PharmXa Services are registered and/or protected by U.S. and international copyright, trademark, and other laws. Your license to use PharmXa.com and PharmXa Services includes the limited right to view, bookmark, download and print, for your noncommercial, personal use and information only, (unless PharmXa has authorized commercial uses in a separate agreement with you), those pages of PharmXa.com that interest you, subject to any other terms and conditions of use and/or payment in this Agreement or on PharmXa.com. Your continued use of any Materials is terminable by PharmXa at any time under the circumstances described in this Agreement. You agree to retain all copyright and other proprietary notices contained in PharmXa.com or PharmXa 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 PharmXa. You further agree that you will not:
PharmXa 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 PharmXa to disclose such information. PharmXa does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by users of PharmXa.com or PharmXa Services, nor does PharmXa endorse any opinions expressed by users or any third parties using PharmXa.com or PharmXa Services. Any reliance on material posted by other users or Participants shall be at your own risk
You may not manipulate pricing, listings, or any information associated with any order or Participant Service. PharmXa reserves the right, in its sole discretion, to suspend, restrict, or terminate access to the platform if it reasonably suspects a violation of this Agreement or any improper, dishonest, fraudulent, or unlawful activity in connection with the platform. PharmXa may take administrative actions, including cancelling or reversing transactions, limiting account functionality, or restricting access, solely for purposes of platform integrity, fraud prevention, and compliance. Such actions are administrative and do not constitute participation in or control over any transaction between participants. Users are solely responsible for their conduct and compliance with all applicable laws. If any member suspects counterfeit, fraudulent, or unlawful activity, they should report it to appropriate authorities, including the FDA Office of Criminal Investigations, and notify PharmXa at support@PharmXa.com. To the fullest extent permitted by applicable law, users whose accounts are suspended or terminated due to suspected violations may forfeit access to services, credits, or fees paid. PharmXa may assess liquidated damages for fraud, manipulation, or circumvention of the platform, where such damages are difficult to quantify, in an amount reasonably determined based on the nature and severity of the violation, as set forth elsewhere in this Agreement.
THE PHARMXA SERVICES ARE PROVIDED IN AN "AS IS WHERE IS" CONDITION, SUBJECT TO ANY AND ALL FAULTS AND DEFECTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT. FURTHERMORE, PHARMXA MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING PARTICIPANT SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PHARMXA 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 PHARMXA SERVICES, PARTICIPANT SERVICES, OR PHARMXA.COM. NO ADVICE OR INFORMATION GIVEN BY ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF PHARMXA (collectively a "PHARMXA AFFILIATE") SHALL CREATE A WARRANTY OR REPRESENTATION BINDING UPON PHARMXA UNLESS IN WRITING SIGNED BY THE CHIEF OPERATING OFFICER OF PHARMXA. NO ONE ELSE IS AUTHORIZED TO MAKE ANY WARRANTY ON PHARMXA’S BEHALF, AND YOU CANNOT RELY ON ANY OTHER REPRESENTATION OR ASSERTED WARRANTY OR GUARANTEE.
YOU AGREE THAT PHARMXA AND THE PHARMXA AFFILIATES ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR PERFORMANCE OF PHARMXA.COM, THE PHARMXA SERVICES, THE PARTICIPANT SERVICES OR ANY MATERIALS ON PHARMXA.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, PHARMXA.COM), OR FOR THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN PHARMXA. PHARMXA 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. PHARMXA DOES NOT REPRESENT OR WARRANT THAT PHARMXA.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.
PHARMXA.COM INCLUDES CONTENT PROVIDED BY THIRD PARTIES AND BY YOU. PHARMXA IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER. THESE THIRD PARTIES MAY EXPRESS CERTAIN OPINIONS OR PROVIDE CERTAIN INFORMATION AND OFFERS. PHARMXA 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 PHARMXA THROUGH PHARMXA.COM OR OTHERWISE. PHARMXA DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF ANY PARTICIPANT, INCLUDING ANY SUCH PARTICIPANT'S CONFORMANCE TO ANY LAW, RULE, REGULATION, OR POLICY.
PHARMXA DOES NOT WARRANT THAT INFORMATION, SERVICES, AND PRODUCTS CONTAINED IN PHARMXA.COM OR THE PHARMXA OR PARTICIPANT SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE ERROR OR DEFECT-FREE. BEFORE USING ANY PHARMXA 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 PHARMXA. BY USE OF PHARMXA.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 PHARMXA.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 THAT INCLUDES 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. PHARMXA RESERVES THE RIGHT TO INFORM ITS MEMBERS ABOUT ANY INVESTIGATION OR REGULATOR REQUEST IN FULL DETAIL.
User/Member agrees to provide any requested documents (Via Email) within 48 hours of any request. Failure to comply within this time frame will result in penalties, including account termination and loss of credits due.
PHARMXA AND THE PHARMXA 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 PHARMXA OR PARTICIPANT SERVICES, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE TOTAL LIABILITY OF PHARMXA AND THE PHARMXA 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 PHARMXA 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, PHARMXA AND THE PHARMXA AFFILIATES AND REFLECTS THE FEES, IF ANY, PHARMXA CHARGES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, PHARMXA.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.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS PHARMXA AND THE PHARMXAAFFILIATES 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 PHARMXA.
PharmXa controls and operates PharmXa.com from its offices within the United States. If you choose to access PharmXa.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, PharmXa and your use of PharmXa.com or the PharmXa Services shall be interpreted and construed in accordance with the laws of the State of our office located, without regard to its conflict of laws principles. Buyers and sellers (Trading Partners) attest that all transactions are in compliance with 21 C.F.R. § 205.3(f)(6).
You understand and agree that the PharmXa 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 PharmXa Services or Participant Services available through PharmXa.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 PharmXa.
If a dispute, claim, or controversy ("Dispute") arises between you and PharmXa or any of the PharmXa Affiliates under or in any way relating to this Agreement, PharmXa.com, or the PharmXa or Participant Services that is not resolved through good faith negotiations and discussions within 30 days of PharmXa 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 on-line 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.
PharmXa is an independent contractor and shall not at any time or under any circumstances be considered an agent or representative of any Participant of PharmXa.com. No joint venture, partnership, or like relationship is created between the parties by this Agreement.
The headings of the sections in this Agreement are strictly for convenience of reference only and shall not in any way be construed as amplifying or limiting any of the terms, provisions or conditions of this Agreement. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason: (a) such invalidity or unenforceability shall not affect any other provision of this Agreement; (b) the remaining terms, covenants and conditions hereof shall remain in full force and effect; and (c) the invalid or unenforceable provision shall be automatically modified, with the least changes necessary, so as to make it valid and enforceable. No failure to exercise and no delay in exercising, by PharmXa, any right, power or privilege under this Agreement shall operate as a waiver thereof, except as otherwise expressly provided in this Agreement or in writing by PharmXa's president. Any waiver by PharmXa of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless and until agreed to in writing by PharmXa.
You agree that you will be solely responsible for the collection, reporting, and payment of any and all of your taxes we are not responsible in any way for your payment of any taxes to any entity. You agree to indemnify PharmXa (DBA PharmXa.com) and all of our affiliates, agents, employees, officers, directors, or other connected entities harmless against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by us that arise out of any government or third party claim that involves or relates to any tax obligation (federal, state or county) or amounts due or owing under any tax regulation, law, order or decree or any dispute concerning our tax status.
All notices and communications concerning this Agreement shall be in writing and addressed to PharmXa as follows:
PharmXaNotices shall be sent by certified U.S. Mail, return receipt requested, or by commercial overnight delivery service which provides acknowledgement of delivery and shall be deemed delivered: if sent by U.S. Mail, five (5) days after deposit, or if sent by commercial overnight delivery service, upon verification of receipt.
PharmXa 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 PharmXa or Participant Services or any part thereof. Any amendments and modifications made by PharmXa will be prospective only, and unless otherwise provided in this Agreement, will be effective upon being posted on PharmXa.com.
PharmXa.com may contain links to third party websites. These links will allow you to leave PharmXa.com. The linked sites are not under the control of PharmXa, and PharmXa is not responsible for the contents of any linked site. The links are provided as a convenience, and PharmXa does not endorse, sponsor, or recommend any linked site or its contents. PharmXa is unable to verify the accuracy or completeness of third-party information posted to PharmXa.com or accessible from PharmXa.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 PharmXa, or otherwise provide you or any third parties with any rights to act on PharmXa's behalf.
This Agreement is effective until changed or modified by PharmXa or terminated by you or PharmXa 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 PharmXa.com. PharmXa reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of PharmXa.com with or without notice at any time and for any reason. You agree that any termination, restriction, or suspension of your access to PharmXa.com may be made without prior notice, and you acknowledge that PharmXa 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 PharmXa.com. You agree that PharmXa shall not be liable to you or any third-party for any termination, restriction, or suspension of access to PharmXa.com under any circumstances whatsoever.
PharmXa reserves the right to access Participant Information and to remove any materials that do not conform to this Agreement—although PharmXa 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 PharmXa has the right, but is not obligated, to monitor your use of PharmXa.com and any communications made by you related to such use in any manner. You release PharmXa from any liability relating to its monitoring activities. PharmXa may also warn its Participants of any actual or suspected improper actions by you. If PharmXa denies you access to PharmXa.com, you agree to destroy all materials obtained from PharmXa.com and all copies of those materials with the exception of your personal account materials. PharmXa.com (PharmXa) reserves the right to terminate any member with or without notice or cause.
This Agreement, and any policies referenced in this Agreement, constitute the entire agreement between you and PharmXa related to PharmXa.com and the PharmXa 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 PharmXa. If there is a conflict between the terms of this Agreement and any terms appearing on PharmXa.com or in any policies, those terms that are most favorable to PharmXa shall govern.
The provisions of this Agreement that by their nature are intended to survive beyond the termination, cancellation or expiration of this Agreement shall survive.
(a) Consent. By clicking the "I Agree" button below, you consent to receive notices solely in electronic format from PharmXa. Please regularly check PharmXa.com for updates to notices. We will post to PharmXa any changes in hardware or software requirements needed to access the notices.
(b) Delivery Considerations. To access PharmXa.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.
PharmXa's charges are based on a fee-for-service model. Users acknowledge that there will be no returns, refunds, or chargebacks accepted. Upon delivery, the buyer is responsible for payment, regardless of any future reimbursement or resale potential of the item. Charges related to the purchase cannot be contested once the product is delivered. Buyers must notify PharmXa of any issues with the items received within 48 hours or 2 business days of delivery. After this period, the right to return items or dispute charges is forfeited, except in cases of significant errors by the seller. All sales are final. Users accept all terms set forth throughout the Marketplace, including those in Section 8 of the Terms and Conditions.
Participants agree that any information obtained through the PharmXa platform, including but not limited to pharmacy identities, contact information, pricing, or transaction details, shall be used solely for the purpose of completing transactions conducted through the platform and for no other purpose. Participants are strictly prohibited from using such information to solicit, divert, contact, or transact with other participants outside of the platform, or for any competitive, commercial, or unauthorized purpose. Any violation of this provision constitutes a material breach of this Agreement and may result in immediate suspension or termination of account access, cancellation of transactions, and the imposition of liquidated damages. The parties agree that damages arising from such conduct are difficult to quantify; therefore, liquidated damages may be assessed in a reasonable amount based on the nature and severity of the violation, which may include an amount up to $1,000,000 per violation where appropriate, as a reasonable estimate of damages and not a penalty.
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, obscenity 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 on you any right of ownership or license rights in our Intellectual Property Ultimately, you agree that you will not know or in the future dispute the legitimacy of PharmXa.com’s Intellectual Property. PharmXa.com allows all registered users to gain from developments that are branded and patent-pending to PharmXa. 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 PharmXa. By allowing yourself and your organization to 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.
If your prescription drugs were lost during shipment, email us immediately at Info@PharmXa.com. PharmXa and its affiliates are not responsible for any damage 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 declared value and members hold PharmXa Harmless of any financial loss. Communication between Sellers and Buyers is prohibited. All communications must be done via PharmXa.com or PharmXa.
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:
FOR FedEx GROUND/EXPRESS SHIPMENTS:
REFRIGERATED / COLD CHAIN SHIPPING BEST PRACTICES:
Refrigerated items must be packaged appropriately to maintain temperature integrity during transit. Sellers are solely responsible for ensuring that all refrigerated products are packaged and shipped in a manner consistent with manufacturer storage requirements and industry cold-chain handling standards.
At a minimum:
Sellers must use properly insulated cold-chain packaging with sufficient long-duration coolant protection appropriate for overnight transit conditions.
Failure to properly package refrigerated products may result in administrative action by PharmXa, including order disputes, account review, suspension, cancellation of transactions, assessment of applicable fees, or other compliance actions deemed appropriate by PharmXa.
Shipping items must comply with the Prescription Drug Marketing Act (PDMA), the 2013 Drug Supply Chain Security Act (DSCSA), other laws and Seller’s 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 members possession, other than information provided, has not been otherwise damaged and, to the best of his/her knowledge, are salable in accordance with applicable laws and regulations, and were not dispensed or otherwise sold by member or transferred to member from another location. Furthermore, the contents and quantity of the prescription drugs agree with this form. Final credit amount may be changed to reflect goods that are damaged or missing or do not conform with PharmXa (DBA PharmXa.com) shipping policy.
You agree to indemnify and hold PharmXa (DBA PharmXa.com) safe from any claim asserted by a third party that involves, relates to, or concerns any of your actions or omissions on this order, including but not limited to your breach of the User Agreement, or your violation of any law or the rights of a third party. When shipping your prescription drug(s), it is your responsibility to adhere to all applicable local, state, and federal laws, as well as statutes and regulations and the payment of any taxes.
PharmXa prohibits the direct contact of buyers and sellers and requires all communication done via PharmXa.com
30. PharmXa or its affiliates are not responsible for products lost or damaged during the shipping process. Seller will not receive credit. Buyer will be credited for the total sale.
Sometimes, PharmXa works with third parties that conduct marketing campaigns where you can opt into receiving materials and where you agree to provide us with your Company name, contact information or any information used during the registration process. We use this information to fulfill your request for PharmXa materials and as specified by these marketing campaigns. If you receive materials you don’t want from us, please email Info@PharmXa.com and we’ll remove your contact info from our marketing lists.
Pharmacies, that are buying or selling products on PharmXa.com marketplace, agrees to all ACH rules and regulations set by law. Both buying and selling pharmacies agree to indemnify and hold PharmXa (DBA PharmXa.com) safe from any claim asserted by any party that involves, relates to, or concerns any of ACH fraud or misrepresentation. Pharmacy legal entity and it owners will be held liable and agree to pay all transactions and fees due including all legal fees (due to PharmXa /DBA PharmXa.com) if such a case arises. Transactions dishonored by the receiving depository financial Institution and returned to PharmXa will be subject to a processing fee and fines.
33. PharmXa is an electronic based platform for independent pharmacies to buy and sell small quantities of non-controlled, non-expired overstocked prescription drugs and drugs in short supply, to satisfy a specific patient need or declared public health emergency (FDA and state rules and regulations apply. Both parties involved are responsible for keeping up with all applicable laws and hold PharmXa, affiliates or PharmXa.com harmless). PharmXa (DBA PharmXa.com) or affiliates will act as a neutral facilitator to both parties involved and not as an agent or broker and does not direct the sale.
As a Buyer, you grant PharmXa permission to charge your bank account for the purchase of prescription drugs, shipping, processing and other related charges. If your bank account information changes, you must notify us at least 5 business days before the change occurs in writing via email Info@PharmXa.com.
As a Seller, you authorize PharmXa to debit your designated payment method for applicable fees, charges, and liquidated damages arising under this Agreement. You agree to maintain accurate and current payment information and to provide at least five (5) business days’ notice of any changes. Sellers are responsible for maintaining accurate inventory listings. If a Seller lists a product and is unable to fulfill the order as listed, the Seller agrees that liquidated damages in the amount of $500 per occurrence (the “Nuisance Fee”) may be assessed as a reasonable estimate of damages and not a penalty. Sellers may also be responsible for applicable service fees and return shipping costs where errors in listing, handling, or fulfillment occur. Sellers shall not include any unauthorized promotional or commercial materials in shipments to Buyers, including but not limited to business cards, advertisements, solicitations, or materials directing Buyers outside of the platform. Sellers are prohibited from promoting, soliciting, or conducting transactions outside of the platform unless expressly authorized. Any violation of this section, including but not limited to misrepresentation, failure to fulfill orders, circumvention of the platform, or shipment of invalid, fraudulent, or non-compliant products, constitutes a material breach of this Agreement. PharmXa may take administrative actions, including suspension or termination of access, cancellation of transactions, or restriction of account functionality, solely for purposes of platform integrity and compliance. Such actions do not constitute participation in or control over transactions between participants. The parties agree that damages arising from such violations may be difficult to quantify; therefore, liquidated damages may be assessed in a reasonable amount based on the nature and severity of the violation, which may include amounts up to $1,000,000 per violation where appropriate, as a reasonable estimate of damages and not a penalty. Sellers represent and warrant that all products listed comply with applicable laws and regulations, including that such products: (i) have been properly stored and handled in accordance with manufacturer requirements; (ii) were not obtained through government discount programs (including 340B) or restricted pricing arrangements; (iii) are not subject to limited distribution restrictions unless authorized; (iv) were acquired from authorized trading partners in compliance with the Drug Supply Chain Security Act (DSCSA); and (v) are not controlled substances.
Users agree not to use the platform to:
PharmXa provides a neutral technology platform, and any transactions conducted outside the platform are undertaken solely at the users’ own risk. PharmXa bears no responsibility or liability for any losses, damages, or disputes arising from communications or transactions occurring outside the platform, even if initiated through the platform.
Users shall not list, sell, purchase, or transfer any products in violation of applicable laws or regulations. This includes, without limitation:
Sellers represent and warrant that all products comply with the Drug Supply Chain Security Act (DSCSA) and applicable laws, and Buyers represent that they are authorized to purchase and dispense such products.
Users agree not to:
Sellers may use Buyer information solely to fulfill specific transactions conducted through the platform. Unauthorized use of such information, including solicitation or marketing, is strictly prohibited. All communications between Buyers and Sellers must occur through the platform unless otherwise authorized.
Any violation of this section constitutes a material breach of this Agreement. PharmXa may take administrative actions, including suspension or termination of access, cancellation of transactions, or restriction of account functionality, solely for purposes of platform integrity, fraud prevention, and compliance. Such actions are administrative in nature and do not constitute participation in or control over transactions between users.
The parties agree that damages arising from violations of this section, including circumvention of the platform or misuse of participant information, are difficult to quantify. Accordingly, liquidated damages may be assessed in a reasonable amount based on the nature and severity of the violation, which may include amounts up to $1,000,000 per violation where appropriate, as a reasonable estimate of damages and not a penalty.
37. All licensed professionals (Pharmacies and healthcare Providers) that utilize PharmXa and its services are to inform us via email (info@PharmXa.com) within 3 business days of any changes in license status or change of address. After the allotted grace period of 3 business days, PharmXa and its affiliates will deduct $1000 per calendar day from any pending deposits. If there are no pending deposits PharmXa will charge $1000 per calendar day after the allowed grace period. If your bank account is closed or comes back with insufficient funds you and your entity both are held responsible for all charges accumulated including any legal fees incurred.
38. Hospitals, Long Term Care facilities, Clinics and Independent pharmacies that would like to utilize our Track and Trace (T3) Loan or borrow medication application will be charge monthly as follows:
39. I hereby authorize PharmXa to initiate the entries (Debits or Credits) to my accounts in relation to transactions. I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify PharmXa in writing (Via email) of any changes in my account information or termination of this authorization at least 30 days prior notice in order to cancel this authorization. If the above noted payment dates fall on a weekend or holiday, I understand that the payments may be made on the following business day. For ACH debits to my checking account, I understand that because these are electronic transactions, these funds may be withdrawn from my account as soon as each order is placed. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF) I understand that PharmXa may at its discretion attempt to process the charge again within 30 days and agree to an additional $39.99 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I certify that I am an authorized user of this bank account and will not dispute these scheduled transactions with my bank; so long as the transactions correspond to the terms indicated in this authorization form. 3 NSF (non-sufficient funds), or 1 frozen account or 1 closed account incident per calendar year can cause your account to be terminated and the business entity including its owner(s), manager(s) will be responsible for all legal fees and unpaid amounts due. Sellers will forfeit any credits due for sales on the marketplace pending deposits if ACH authorization will result in 3 NSF (non-sufficient funds), or 1 frozen account or 1 account closed per calendar year and can cause the account to be terminated.
40. Registered pharmacies on PharmXa pharmacy marketplace attest that they are open for business and engaged in patient care.
41. Failure to pay for purchased products on PharmXa Marketplace will result in legal action. Any returned/bounced/canceled payments for goods purchased and received will also result in delinquent fees and/or legal fees. PharmXa will notify the buyer of any insufficient payment accounts via email within 2-3 business days. Failure to rectify payment within this time will progress to legal action and the entity, owners and members will accept additional charges of $500/delinquent fee/per day as well as $700/hr legal fees. Sellers have the right to collect funds dues from the buyer directly and/or take legal action against the buyer.
PharmXa acts as a marketplace only to allow Buyers and Sellers to interact. In all cases, the submission and confirmation of orders are transactions between Buyers and Sellers only. The fulfillment of confirmed orders, including DSCSA compliance, and delivery and shipment of Prescription Drugs, are the responsibility of the Seller. If you have a dispute with one or more registered users, you release PharmXa and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from 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 such dispute. You further agree that PharmXa shall not be deemed a party to any contract by and between Seller and Buyer.
Items posted to the Site must comply with the DSCSA. By listing Prescription Drugs on the Site, Seller expressly warrants the following: (1) that the sale of Prescription Drugs will comply in all respects with the DSCSA; (2) that all Prescription Drugs were received from a person in compliance with the DSCSA; (3) that Seller received transaction information and a transaction statement from the prior owner of the product, as required under section 582 of the DSCSA; (4) that Seller did not knowingly ship a suspect or illegitimate product; (5) that Seller had systems and processes in place to comply with verification requirements under section 582 of the DSCSA; (6) that Seller did not knowingly provide false transaction information; and (7) that Seller did not knowingly alter the transaction history.
Upon request of any governmental regulatory agency, the Seller must provide within the amount of time required by applicable state or federal law or 48 hours, whichever is less, the pedigree of each item posted and sold on the site including but not limited to the Transaction History (Statement of Origin) which traces the drug from the point of manufacture and contains information about all transactions that the item undergoes until it reaches the Buyer. You agree that each item posted for sale in the marketplace meets the compliance and reporting criteria of the DSCSA and any promulgated regulations then in force.
You agree that each item posted for sale in the marketplace meets the compliance and reporting criteria of the DSCSA and any promulgated regulations then in force.
All transactions on PharmXa between pharmacies (dispensers) are conducted to meet a specific patient need. Purchasing pharmacies acquire products from selling pharmacies strictly for the purpose of fulfilling this need, as outlined in DSCSA Section 582(d)(1)(A)(ii) of the Federal Food, Drug, and Cosmetic (FD&C) Act, which states: “a dispenser . . . prior to, or at the time of, each transaction in which the dispenser transfers ownership of a product (but not including dispensing to a patient or returns) shall provide the subsequent owner with transaction history, transaction information, and a transaction statement for the product, except that the requirements of this clause shall not apply to sales by a dispenser to another dispenser to fulfill a specific patient need.”
Section 581(19) of the FD&C Act further defines "specific patient need" as the transfer of a product from one pharmacy to another to fill a prescription for an identified patient.
PharmXa does not maintain or provide original invoices or pedigree information, as transactions on the platform between dispensers are exclusively conducted to fulfill a specific patient need. Pharmacies participating in these transactions do so with the understanding that such documentation is not required under the applicable sections of the DSCSA.
It is the sole responsibility of the pharmacy to maintain its own records of all transactions conducted through PharmXa. PharmXa will not be liable for providing any transaction information or data in cases of account termination, account closure, pharmacy closure, or any other situation where the pharmacy no longer has access to its account. Pharmacies must ensure that they have adequate systems in place to independently store and manage their transaction records.
In the event that a seller fails to accurately complete an order in its entirety and rejects an order or an item in an order, they will be held responsible for service fees related to the rejected items. PharmXa will not facilitate the completion of the order. The seller will be held responsible for all associated costs, including original shipping charges, return shipping charges, courier pickup charges and any service fees for items that are returned or missing. Sellers must ensure that all orders are fully and accurately fulfilled and must keep their inventory updated at all times to avoid these additional charges. In cases of dispute, PharmXa reserves the right to assess the situation and determine the final responsibility for these costs.
Buyer agrees to print, download, save, or otherwise retain a screenshot or other written evidence of the trading partner’s license verification, including a visible date and time stamp, and to attach or maintain such verification record with the applicable purchase order, invoice, or transaction file as part of Buyer’s DSCSA compliance records.
If Buyer identifies any issue, discrepancy, inactive status, suspension, limitation, or other concern regarding a trading partner’s license status, Buyer must immediately notify PharmXa in writing by email. Buyer shall not proceed with, rely upon, or complete any transaction where Buyer has identified a license status concern unless and until Buyer has independently determined that the transaction may lawfully proceed.
PharmXa may provide access to participant license information or related platform records as an administrative convenience only. PharmXa does not assume Buyer’s legal duty to verify trading partner status, does not warrant the accuracy or current status of any participant license at the time of any transaction, and shall not be liable for Buyer’s failure to conduct or maintain required license verification records.
If any user acts on behalf of an entity (including, without limitation, a corporation, limited liability company, partnership, or other organization), the individual(s) accessing or using the account personally, jointly, and severally guarantee the full and timely payment and performance of all obligations under this Agreement. Such guarantor(s) agree that their obligations are primary, absolute, unconditional, and continuing, and expressly waive any requirement that PharmXa first pursue or exhaust remedies against the entity. This personal guarantee survives termination of this Agreement and remains enforceable until all obligations are satisfied in full. Guarantors hereby waive all defenses available to them, including but not limited to defenses of suretyship, impairment of collateral, and any requirement of notice, demand, or presentment.
User acknowledges and agrees that all amounts owed to Sellers in connection with any transaction conducted through the platform, including the purchase price of goods, shipping costs, fees, and any related charges, are final, binding, and non-disputable upon seller confirmation and/or delivery of the applicable order. Upon confirmation of an order by the Seller, the Buyer becomes irrevocably, unconditionally, and absolutely obligated to pay the full transaction amount, including all applicable charges. Upon confirmed delivery, whether acknowledged by the Buyer or verified through carrier tracking or platform records, the transaction shall be deemed fully accepted, completed, and satisfied for all purposes, without further right of rejection, dispute, offset, or recoupment. User agrees not to initiate any dispute, chargeback, reversal, offset, or claim regarding any such transaction, except as expressly permitted under this Agreement, and acknowledges that any such attempt constitutes a material breach of this Agreement. Any attempt to avoid, delay, or withhold payment to a Seller, including through chargebacks, disputes, or other means, shall result in, without limitation:
User further acknowledges and agrees that PharmXa acts solely as a platform intermediary and is not a party to transactions between Buyers and Sellers. All payment obligations to Sellers are the sole, absolute, and exclusive responsibility of the Buyer, and PharmXa shall have no liability whatsoever in connection therewith.
In the event of any failure to pay amounts due, PharmXa shall have the unrestricted right to pursue all remedies available at law or in equity, including but not limited to account suspension, collections, and legal action. All past-due amounts may accrue interest at the maximum rate permitted by applicable law. User agrees to pay all costs of collection and enforcement incurred by PharmXa, including, without limitation, collection agency fees, court costs, filing fees, and reasonable attorneys’ fees, whether or not litigation or arbitration is initiated. PharmXa may report delinquent accounts to credit reporting agencies and disclose account information as necessary to enforce its rights.
User hereby expressly authorizes PharmXa, and its agents, processors, and financial institutions, to initiate debit and credit entries to any bank account, ACH account, or payment method provided, now or in the future, to collect any amounts owed under this Agreement. This authorization includes, without limitation, the right to:
This authorization is irrevocable to the fullest extent permitted by applicable law and shall remain in full force and effect until all obligations are satisfied in full. User agrees that this authorization complies with applicable ACH/NACHA rules and authorizes PharmXa to initiate debit and credit entries without further authorization. This authorization may not be revoked while any balance remains outstanding. User waives any right to dispute ACH debits with their financial institution to the fullest extent permitted by law and agrees that any unauthorized return, reversal, or chargeback shall constitute a material breach of this Agreement. In the event of a failed debit or returned payment, User agrees to pay all associated fees, including bank fees, penalties, and administrative costs, as determined by PharmXa.
User acknowledges that actual damages arising from breaches of this Agreement may be difficult or impractical to calculate. Accordingly, User agrees that the following amounts represent reasonable and fair liquidated damages and not a penalty:
User further agrees that such amounts are a reasonable pre-estimate of damages at the time of contracting, negotiated at arm’s length, and not disproportionate to anticipated harm. “In no event shall liquidated damages be duplicative for the same underlying conduct.”
PharmXa reserves the unrestricted right, in its sole and absolute discretion, to suspend, restrict, or permanently terminate any account at any time, with or without notice, for any reason, including but not limited to breach, suspected fraud, compliance concerns, regulatory risk, or platform integrity considerations. In the event of suspension or termination due to breach, suspected misconduct, non-payment, dispute activity, or risk-related concerns, PharmXa shall have the right to:
User expressly agrees that any such actions, including forfeiture of funds, are reasonable and necessary to protect PharmXa and shall not be subject to dispute or claim. User agrees that any funds held, offset, or retained by PharmXa may be applied toward any actual or anticipated losses, damages, or liabilities.
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration in accordance with the terms set forth herein. The prevailing party in any arbitration or legal proceeding shall be entitled to recover all costs and expenses, including but not limited to:
User agrees that PharmXa may elect to advance arbitration costs, and in such event, User shall reimburse all such costs upon demand if PharmXa is the prevailing party. To the fullest extent permitted by law, User waives any right to have fees or costs allocated differently by the arbitrator. The arbitrator shall have no authority to modify or disregard this cost-shifting provision, except were prohibited by applicable law. Arbitration shall take place exclusively in out state where office is located, unless PharmXa elects otherwise in its sole discretion.
To the fullest extent permitted by applicable law, each User hereby knowingly, voluntarily, and irrevocably waives any and all rights to a trial by jury in any legal proceeding arising out of or relating to this Agreement, the use of the platform, or any transaction between the parties. If the arbitration provision is found to be unenforceable, inapplicable, or otherwise invalid for any reason, any dispute shall be resolved exclusively in a court of competent jurisdiction, and that proceeding shall be conducted solely before a judge without a jury. User acknowledges that this waiver is a material inducement to PharmXa entering into this Agreement and that PharmXa would not provide access to the platform without this provision.
To secure the full and timely payment and performance of all obligations under this Agreement, User hereby grants to PharmXa a continuing, first-priority security interest in and to:
User authorizes PharmXa to take any actions necessary to perfect, maintain, and enforce this security interest, including but not limited to filing UCC-1 financing statements without further notice or consent, covering all present and future accounts, proceeds, and payment rights. Upon any default, PharmXa shall have all rights of a secured party under the Uniform Commercial Code, including, without limitation, the right to:
User agrees that PharmXa’s rights under this section are cumulative and in addition to all other rights and remedies available at law or in equity. User agrees to execute and deliver any documents reasonably requested by PharmXa to perfect or enforce its security interest. User hereby appoints PharmXa as its attorney-in-fact to execute and file such documents on its behalf if User fails to do so.
User shall not circumvent, bypass, or attempt to avoid the platform, including conducting transactions outside of PharmXa, redirecting users, or avoiding applicable fees. Users shall not engage in fraud, misrepresentation, dispute abuse, or unauthorized chargebacks. Any such conduct constitutes a material breach and triggers the liquidated damages set forth herein. Each violation will be treated as a separate occurrence. PharmXa shall have the right, in its reasonable discretion, to determine violations based on available evidence and may enforce penalties immediately without prior notice.
All provisions relating to payment obligations, personal guarantees, security interests, dispute resolution, limitations of liability, and enforcement rights shall survive termination of this Agreement.
In the event of breach, non-payment, fraud, dispute abuse, or other risk-related conduct, User expressly authorizes PharmXa to:
Users acknowledge that such actions may impact their ability to conduct business and waives any claims against PharmXa, including claims for defamation or interference, provided such disclosures are made in good faith and based on reasonable belief.
PharmXa is a neutral technology platform and does not participate in, direct, control, or influence the distribution, resale, or transfer of any pharmaceutical products. PharmXa does not promote or facilitate the circumvention of any manufacturer-imposed distribution controls, limited distribution networks, or contractual restrictions. All decisions regarding the listing, purchase, or transfer of products are made independently by licensed participants in compliance with applicable laws. PharmXa does not monitor, verify, or make any representations regarding whether any product is subject to manufacturer restrictions, limited distribution networks, or contractual limitations. To the fullest extent permitted by applicable law, all such determinations and compliance obligations are the sole responsibility of the licensed participants using the platform. The platform may only be used for lawful, patient-specific transfers between licensed pharmacies in accordance with applicable law. Any use of the platform for speculative resale, bulk redistribution, or circumvention of supply restrictions is strictly prohibited.
Participants acknowledge that PharmXa does not provide legal, regulatory, or compliance advice, and participants do not rely on PharmXa for compliance with any manufacturer restrictions, distribution requirements, or applicable laws. PharmXa has no knowledge of and does not verify the origin, source, or distribution status of any products listed on the platform.
User acknowledges that PharmXa collects and maintains electronic records, including but not limited to IP addresses, device identifiers, login timestamps, and account activity logs. User agrees that these records constitute valid, binding, and admissible evidence of account access, platform use, and acceptance of this Agreement in any legal or arbitration proceeding. User further agrees that any activity occurring under their account is conclusively presumed to have been authorized by the User, unless the User proves otherwise by clear and convincing evidence.
PharmXa is a neutral technology platform facilitating transactions between independent licensed pharmacies and does not directly handle, package, transport, or control shipment logistics. Sellers are independent pharmacies responsible for fulfillment of their own orders in accordance with applicable laws and professional standards.
All sales conducted through the platform are final, except expressly provided in these Terms and Conditions. Once an order has been processed by the selling pharmacy, the order may not be cancelled by the Buyer solely due to timing preference, carrier delay, or change in need. Buyers may cancel orders directly through their account only if the order has not yet been processed by the Seller. Buyers may also submit a cancellation request to PharmXa for orders that have not shipped within two (2) business days after the order was placed; however, for refrigerated or temperature-sensitive products, Fridays, weekends, holidays, days preceding a holiday, severe weather events, carrier interruption periods, and other non-compliant shipping days intended to avoid transit interruption or temperature excursion shall not be considered required shipping days for purposes of Seller processing time.
Regardless of the shipping method selected at checkout, Sellers shall have up to two (2) business days to process and ship an order; however, for refrigerated or temperature-sensitive products, Fridays, weekends, holidays, and other non-compliant shipping days intended to avoid transit interruption or temperature excursion shall not be considered required shipping days for purposes of Seller processing time. Shipping selections, including but not limited to Ground Transit, 2-Day Express Transit, and Overnight Express Transit, refer solely to the carrier transit service selected after the shipment has been tendered to the carrier and do not guarantee shipment or delivery within any specific timeframe.
For refrigerated products, Sellers may delay shipment when necessary to protect product integrity and avoid transit interruptions, including weekend or holiday delays. As a best practice, refrigerated shipments should be tendered to the carrier before applicable carrier cutoff times, including by approximately 2:00 p.m. on Thursdays where appropriate. If a refrigerated shipment cannot reasonably be processed and shipped within a safe transit window, shipment may be held until the following business day or week at the Seller’s discretion.
PharmXa does not guarantee carrier delivery times, transit performance, package scanning times, or delivery dates. Delays caused by carriers, weather, operational interruptions, holidays, refrigeration handling requirements, or Seller processing time do not, by themselves, constitute grounds for refund, credit, chargeback, offset, or cancellation once an order has shipped.
The Seller remains responsible for the product until it is received by the Buyer. If an order is lost in transit, damaged in transit, received in condition that compromises product integrity, missing items, or materially inconsistent with the confirmed order details, the Buyer may be eligible for a refund or other remedy in accordance with these Terms and Conditions. The Buyer must review the order upon receipt and notify PharmXa of any issue within two (2) business days of delivery. After this review period, the order shall be deemed accepted unless otherwise determined by PharmXa.
Buyers are required to respond to emails with the subject line: “Delivery Confirmation Needed: PLEASE RESPOND,” as carrier tracking information may occasionally be incomplete or inaccurate, including instances where packages are delivered without a final delivery scan. In such situations, Buyers may be asked to verify receipt by reviewing inventory records, dispensing activity, or other internal records following the order date. Failure to respond to such verification requests within forty-eight (48) hours may result in PharmXa, in its sole discretion, deeming the order delivered and releasing payment to the Seller. After such determination and release of payment, any subsequent claim that the order was not received may be denied. Buyers acknowledge that pharmacies using the platform are operating healthcare businesses whose primary responsibility is patient care and regulatory compliance. Immediate shipment upon order placement is not guaranteed. Buyers requiring guaranteed rapid fulfillment or emergency product sourcing are advised to utilize their primary wholesaler or another fulfillment source specifically equipped for time-sensitive distribution. PharmXa does not manually file carrier delay claims and does not guarantee issuance of carrier service refunds or transportation credits. Any carrier refund, adjustment, or transportation-related credit shall be subject solely to the applicable carrier’s service terms, exclusions, and determination.
By creating an account, accessing, or using the platform, User acknowledges that they have read, understood, and agree to be bound by this Agreement and all applicable policies, including the Commercial User Agreement. User further agrees that each access to, login to, or use of the platform constitutes a reaffirmation of this Agreement, as it may be updated from time to time. PharmXa reserves the right to modify, update, or revise this Agreement at any time in its discretion. Continued use of the platform after any such changes are posted or made available constitutes binding acceptance of the updated terms, whether or not User has reviewed them. User is responsible for regularly reviewing the Agreement. Failure to review any updates does not relieve User of any obligations. User expressly waives any requirement that PharmXa provide additional notice of updates, except as required by applicable law, and agrees that electronically posting revised terms within the platform or on the website is sufficient notice. PharmXa's failure to enforce any provision of this Agreement does not waive its right to enforce that provision later. User is solely responsible for maintaining the confidentiality of account credentials and for all activities conducted under their account. Any failure to safeguard account access shall not relieve User of liability.
You agree that you have read, understand, and bound by, meet, and will continue to meet, all of the terms and conditions above, (b) agree that you are providing the legal equivalent of your handwritten signature, (c) agree to print and/or save a copy of this Agreement for your records, (d) and agree to receive text messages directly to the mobile number listed in the registration form. Members can email us and type STOP to opt-out and will disable this feature immediately or HELP if they need further assistance using this feature for an immediate response. This Agreement is effective upon completion of registration,please scroll up through this Agreement to review important provisions regarding arbitration, limitation of PharmXa's and its content providers' liability, waivers and indemnities, and other important provisions. The fees and other charges for PharmXa's Services are based upon your acceptance, and the enforceability, of the arbitration, liability limitations, waivers and indemnity provisions -- in absence of which such fees and costs would be increased to compensate for the potential additional business expenses.