User Agreement

This RX World website (the “Website) is intended to be a friendly and interactive marketplace for your pharmacy needs. This User Agreement (“Agreement”) lists out the terms and conditions of the agreement between you and RX World the company for the buying and selling of prescription drugs along with any other services provided by the Website (the “Services”). By using or visiting this Website, you agree to the below terms of this Agreement. As a condition of becoming a registered user (“Member”) of this Website and completing the registration process, you agree to accept the terms and conditions of this Agreement. If we change this Agreement, we will post a revised version of the Agreement for you to accept again in the same manner that you accept this one. The Services allow registered users who want to buy or sell non-expired, non-controlled prescription drugs (the “Prescription Drugs”) from or to other pharmacies that are Members. RX World does not have any ownership interest in the prescription drugs. The Website acts as a marketplace to allow Buyers and Sellers to interact regarding the transactions. As used in this Agreement, “we”, “us”, “our”, and “RX World” refers to the RX World company and its affiliates, agents, employees, directors, officers, and others that control this Website. “You” refers to anyone visiting this website, specifically as a Member, Seller, or Buyer.

This Agreement will begin on the date of your enrollment as a Member and will continue until it is terminated by us or you as provided for herein. We reserve the right to terminate or suspend your membership at any time for any reason.

To become a Member, you must first accept the terms and conditions of this Agreement and enroll by creating an account and following the requisite registration process to seek required approval by RX World. Approval from us is required to make the registration complete. You must be able to form legally binding contracts, and be over the age of 18. You must also be a licensed pharmacist in good standing, or a licensed pharmacy owner that has not been suspended from using the Website. If you do not qualify, you are not allowed to be on this Website.

Password and Account Security. It is your sole responsibility to maintain your account, including the security of your email address and password and for all activity that occurs. You may not disclose your password to any third party other than those authorized by you to use your account in accordance with this Agreement. RX World takes no responsibility to secure or maintain your account or password. Should your password become compromised, it is your sole responsibility to change it immediately.
Buyer’s Representations. As a Buyer, you grant RX World 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.
Seller’s Representations. As a Seller, you grant us permission to charge your bank account a nuisance penalty if you violate any terms. If your bank account information changes, you must notify us at least 5 business days before the change occurs. The seller will be charged a nuisance penalty of $30 (the “Nuisance Penalty”) if it posts prescription drugs for sale and is unable to produce the exact ones the Seller posted.

By becoming a Member, you specifically grant us the following permission: You grant us a non-revocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide, and perpetual right to exercise publicity, database, copyright, and trademark rights, including the right to reproduce, modify, adapt, publish and display on the Website and on our affiliated companies and partners websites, any public content you may provide to us in connection with your use of the Website and its Services. We shall be permitted to use your name or user ID, general location and other ancillary information in connection with the content for marketing, promotion and publicity efforts in any media known now or in the future. We will not sell, transfer or distribute your personal information, including your bank account information, your mailing address, phone number, fax number, or email address to any party not involved in the use of the Site.

RX World acts as a marketplace to allow Buyers and Sellers to interact more easily. In all cases, however, the submission and confirmation of orders are transactions between Buyers and Sellers only. RX World shall not be deemed a party to any contract by and between Seller and Buyer. As such, we cannot control whether sellers will or will not complete the sale of items they offer or if Buyer will complete the purchases of items they order. It is the Seller’s responsibility to fulfill confirmed orders, complying with 2013 Drug Supply Chain Security Act (the “DSCSA”), as well as delivery and shipment of the order. If you and another Member have a dispute, you release us and all of our affiliates, officers, directors, agents, parents, subsidiaries, attorneys and employees from any and all claims or damages 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.

A member who wants to sell prescription drugs may post them to the Website. The Seller assigns a price to the prescription drugs and provides specific identifying information such as the name, size of the pill, the size of the pack, quantity of the pack, expiration date, lot number and package condition.

If you the Seller fails to deliver the items you posted or deliver invalid, fraudulent, altered, or misrepresented items, we reserve the right to cancel the order, terminate or suspend your membership, contact applicable regulatory agencies, and charge you reasonable penalties or fines. We strictly prohibit users from posting items if they are not able to provide the exact items to fulfill orders.

Seller’s obligations. The Seller must make available the full transactional history of the product it sells from manufacture to the current transaction and any other information required by the regulatory agency and law upon the request of Buyer, us, or any governmental regulatory agency. We reserve the right at our sole discretion to terminate a transaction or membership if we suspect any product offered by Seller to be suspect, counterfeit, adulterated, or suspicious in any way.
Seller’s Warranties. Seller expressly warrants the following: the prescription drugs it sells in any given transaction is the same as listed in its posting with no substitutions or changes to it; the descriptions of the prescription drugs accurately detail and describe those offered for sale; the items it posts for sale comply with the criteria for DSCSA as well as any other regulations then in force; all items it sells were received from a party in compliance with the DSCSA; Seller did not knowingly ship a suspect, counterfeit, or illegal product; that Seller did not knowingly provide false transaction information; and that Seller can readily provide the transactional history of any of the prescription drugs it sells and that it did not knowingly alter the transaction history; and that Seller agrees to honor the price posted when fulfilling any order. Seller certifies the item has been stored and handled pursuant to the manufacturer’s requirements, is not one of the Prohibited Items listed below under “Prohibitions”, and was acquired from a manufacturer or wholesaler in compliance with the DSCSA.

You represent and warrant that any information you provide to us, to other users, or to visitors is not fraudulent, false, inaccurate, misleading, obscene or defamatory; does not involve the sale of counterfeit, sample, or stolen items; does not infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; does not violate any law, statute, ordinance or regulation, including, but not limited to, those that govern consumer protection, unfair competition, anti-discrimination or false advertising; and does not contain any viruses or any such programming.

You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding the use of the Website and the value of the prescription drugs. We do not monitor, obtain, or have any knowledge of the face value of prescription drugs posted on the Website. We reserve the right to report any activity deemed suspicious or unusual to the appropriate authorities for investigation.
Disclaimer.

RX World is not responsible for any errors or misrepresentations made by the Seller regarding its account, prescription drug postings, or any transaction it is involved in.
Shipping. Once the order is placed, Seller will have 48 hours from the order time to confirm the availability of the items ordered. Buyer is responsible for shipping costs, unless the Seller offers otherwise. The Seller will provide a packing slip and shipping label to the Buyer to allow the Buyer to track the package. Sellers must use a reputable delivery service. Sellers are responsible for boxing and shipping items in conformance with the packaging guidelines of the delivery service it uses. Seller must include in its posting the type of shipping it will use and select the proper shipping method and packaging for the type of item, paying special attention to frozen or refrigerated items. If an item that is frozen or refrigerated is ordered, the Seller must choose to ship overnight at the quickest delivery option available. The Seller must follow the delivery guidelines to ensure that deliver time will not be extended due to a holiday or weekend schedule. The Seller retains ownership and the financial responsibility of the item until the item is delivered to the Buyer. If Buyer doesn’t refrigerate or freeze these items upon receipt, then Buyer is responsible for delivery and mishandling of shipment. We are not liable for any items that get lost, destroyed, or delayed in transit.

As a Seller, you agree not to include any promotional or other commercial material that is not provided or approved by us in your shipment to the Buyer. This includes, but is not limited to, material that promotes a website other than this one, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. If you fail to abide by this, we reserve the right to subject you to a penalty of $1,500 per instance that will be deducted from any pending order credits and/or your bank account directly as well as termination or suspension of membership.
Withholding of Funds. You agree and allow us to withhold payment or charge your bank account for monies owed in the event that a sale is canceled, we reasonably believe that you have committed fraud, illegal act, or omission during a transaction, you deliver incorrect items to a Buyer, or if you do not abide by the terms and conditions of buying and selling or any other relevant term under this Agreement for any reason.
Exclusivity.

Except as provided herein, you agree not to engage in the sale of prescription drugs through any website other than this Website without express permission from us.

How it works. Buyer agrees that its order for prescription drugs is legitimate and for legal use in its pharmacy. When a Buyer places an order on the Website, we notify the Seller of the sale via e-mail and reserve the right to cancel or withhold funds on an order that we suspect to be fraudulent. Seller then confirms the availability of the product at the price Buyer ordered it for. Buyer’s account will be debited at that time. Once delivery is made and Buyer confirms it and does not dispute it, the funds will be transferred to Seller.
Buyer’s obligations. Before placing an order, the Buyer is responsible for confirming all information related to the prescription drugs it orders. Such information includes, but is not limited to, price, quantity, expiration date, lot number, and special notes posted. We do not guarantee or take responsibility for the accuracy of any information provided by Sellers.
Return Policy. All orders are final sale, unless otherwise provided for in this Agreement. Once an order is placed, it cannot be canceled by the Buyer. The sale is complete when the Buyer confirms delivery on its account or does not dispute the delivery within 24 hours of receipt, whichever is sooner. After 24 hours, the transaction becomes final and no dispute claims can be made.
Destroyed, Lost, or Incorrect Items- If an order you receive from a Seller is destroyed, lost, or incorrect, it is the Buyer's responsibility to contact our customer service immediately to place a claim and resolve the matter within 48 hours of delivery. If an item other than that which was ordered is received by Buyer, it is the Seller’s responsibility to fulfill the remaining items, including the cost of additional shipping. The Seller is responsible for the cost of return shipping for any items shipped in error. We do not take responsibility for any Seller obligation or warranty or the enforcement of same.
RX World’s Disclaimer. We are not responsible for any bank fees that you may incur as a result of your usage of this Website. We reserve the right to charge you a fee for occurrences in which Buyer has insufficient funds to purchase an order it places. If a Buyer has insufficient funds to purchase an order on more than two occurrences, we reserve the right to suspend or terminate that Buyer’s membership.

The following items are strictly prohibited (the “Prohibited Items”) from being sold, posted, advertised, or purchased on the Website: the resale of prescription drugs purchased previously on the Website to any other Member within 60 days of the purchase; liquidation of inventory related to bulk purchases, sale (potential or actual), or pharmacy closure; selling items acquired through government discount programs or preferred pricing; posting and selling items that are restricted to a limited distribution network; posting and selling items subject to manufacturer’s pre-authorization; sale of recalled, quarantined, or otherwise adulterated drugs under local, state, or federal laws or regulations; or the transfer of isotretinoin or clozapine related chemicals or drugs.

Any and all violations of the above will result in legal liability to you as well as suspension or termination of your Membership and access denial.

You are solely responsible for the contents and your actions on this Website. To ensure a safe and healthy marketplace, you agree to abide by the following rules as a Member:

Non-solicitation and Offline Transactions. You expressly agree not to use the Website to contact, invite contact, solicit sales, or initiate or engage in transactions outside of this Website with other Members. Seller agrees to contact Buyer solely through the Website. We take no responsibility or liability for any damages you may incur by engaging in the above, including transactions that originate at/on this Website and/or are taken offline.
Conduct. You agree not to use obscene, derogatory, abusive, or offensive language or behave in such manner to any RX World’s employees, agents, or Members. You will treat and promote this Website as a friendly marketplace and will conduct yourself in a professional manner at all times while using this Website.
Illegal Activity. You agree not to use, or permit anyone else to use through your account, the Website or any of its services for unlawful or unauthorized purposes or in an unlawful manner. You agree to comply with all applicable ordinances, laws, and regulations regarding the use of the Website and the selling of any items. You agree to check that you are legally entitled to sell or purchase the relevant prescription drug with the applicable ordinances, laws, and regulations. It is your responsibility to ensure that you are not prohibited from selling or buying the items by any law or regulation. Under no circumstances are you allowed to sell or purchase stolen property or sample prescription drugs.
Confidentiality. During the course of your use of this Website and during transactions, you may receive information relating to us or our Services that is not known to the general public (the “Confidential Information”). You agree that all Confidential Information will remain the exclusive property of RX World, that you will use the Confidential Information only as necessary for your use of this Website and our Services. You agree not to disclose Confidential Information to any third party and will take any and all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Unless we give you express permission, you are strictly prohibited from using our name, trademarks, logo, or other identifying information for any press release, public statement, or promotional or commercial material unless given written permission from us. You are strictly prohibited from misrepresenting or embellishing your relationship with us in any way.

In the event that you are required to disclose Confidential Information pursuant to a demand or order by a government authority or pursuant to any law or regulation, you will first notify us of such requirement, permit us to contest such requirement if reasonably appropriate, and cooperate with us in limiting the scope of the proposed use or disclosure and/or obtaining appropriate further means for protecting the confidentiality of the Confidential Information.
Member Information. During the course of your use of this Website and especially during transactions, you may receive information about our Members (the “Member Information”), including, but not limited to, personal information, order information, identification information such as individual and/or pharmacy or business names, addresses, date of birth, banking information, secure financial information, and any otherwise secure information. You are strictly prohibited from using Member Information for any press release, public statement, or promotional or commercial material unless given written permission from us. You are strictly prohibited from misrepresenting or embellishing your relationship with other Members or users of this Website in any way.
Email/SMS. We will be sending Transactional, Promotional Email, SMS messages and news letters to our subcribers. Accepting this agreement enitiles RxWorld to Email and Text.

You accept that RX World 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.

Release. 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 RX World from claims, demands, and damages of any kind arising out of or in connection with the dispute.

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.

You agree to indemnify, defend, and hold harmless RX World, our affiliates, and our officers, directors, employees, representatives, attorneys, and agents against any claim arising from or related to any and all of your use of this Website whatsoever. You also agree to hold us harmless against any demand, liabilities, or costs and expenses (including attorney’s fees) we incur that arise from any claim asserted by a third party or government agency that relates to any and all of your actions or omissions on this Website. This shall include any claims arising from the negligence (gross or otherwise) by you. RX World’s primary function is to create a marketplace for Members to conduct and manage their own expressly disclaims any and all claims regarding any aspect of this Website.

Violations. We may report any activity that we suspect to violate any law or regulation to the appropriate authority or relevant third party. It is in our sole discretion to provide to the appropriate authority, upon request by the authority, all transaction history pertaining to an inquiry or investigation.

We reserve the right to take any action that we deem appropriate, in our sole discretion, if you breach this Agreement, are unwilling to cooperate with an investigation we conduct based on a complaint, reported violation, or suspicion, we are unable to verify information provided by you, or we believe your conduct to be in violation of this Agreement or may be the cause of legal liability for us or our Members.

Actions that we may take include, but are not limited to, issuing warnings, suspending your membership, terminating your membership, denying you access to this Website, or removing or editing your posting(s). In addition, we reserve the right to suspend or delay any and all funds owed to you for sales you conduct on this Website through the course of an investigation or indefinitely if we have a suspicion or basis to believe that a sale was unlawful or in violation of this Agreement.
Investigations. We reserve the right to investigate complaints and violations of our policies. In the event of any and all investigations, you agree to fully cooperate by, including, but not limited to, providing us specific information regarding your right to, the source of, your acquisition of, and the price you paid for a prescription drug. During the course of an investigation, we may suspend your membership, deny you access to the Website, or hold funds that are owed to you.
Audit Requests. In the event that you receive an audit request from third parties, such as wholesalers, insurance providers, and regulatory agencies, you must make sure the forms and any and all other required documents are sent to documents@rxworld.com. We must receive the original forms from the relevant third parties at least 5 business days prior to their due date, but all submissions received will be processed on a first-come-first-served basis and we will not be liable if you fail to timely provide us with the documentation. If we deem that we will not have the necessary time to complete the documentation, we will notify you and require that you contact the third party and request an extension. We disclaim any and all responsibility for the results or damages arising from or in connection with the audits.
Taxes. 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 us 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.
Intellectual Property. You accept, with no contest now or in the future, that our patents, trademarks, trade names, service marks, copyrights and other intellectual property are and shall remain our sole property and nothing in this Agreement shall allow you any right of ownership or license rights to them.
Infringement. By using this Website, you agree not to access, copy, alter, recreate, modify, or distribute any content from the Website, including our copyrights and trademarks, without our prior written permission. You agree not to reverse engineer, decompile, disassemble, decouple, dismantle, trace, copy or compile or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the Website or its associated services or permit or induce the foregoing. Engaging in the above is a direct infringement of State, Federal and International Laws and doing so will result in a termination or suspension of your membership along with all available legal actions to be taken against you.
Copyright. This Website and the software used are the property of RX World or its suppliers and are protected by copyright, trademark, intellectual property, and other laws. You are strictly prohibited from any unauthorized reproduction, alteration, modification, distribution, transmission, display, or other use of any aspect of them, including but not limited to, all text, graphics, logos, icons, images, audio clips, and programs.
Relationship of Parties. As a Member, you agree that we will be independent contractors and that this Agreement does not, in any way, create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.
Force Majeure. RX World will not be liable for any delay or failure to perform its obligations under this Agreement by any reason, event, or other matter beyond our reasonable control.
Notices.

Choice of Law; Costs. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey, without giving effect to any New Jersey choice of law provision that might otherwise cause the law of any other jurisdiction to control or prevail. All parties hereby irrevocably consent to the personal jurisdiction of the courts of the State of New Jersey and of the United States of America sitting in the District of New Jersey. All parties waive any defense of improper venue or forum non conveniens. The prevailing party in any proceeding shall be entitled to reimbursement of costs, including its reasonable attorney's fees, expenses and court costs. Assignment. You agree not to assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to this restriction, the assignment will be contingent on your respective successors and assigns to be bound to this Agreement.

Waiver. Any term or provision of this Agreement may be waived at any time by the Party entitled to the benefit thereof only by a written instrument executed by such Party. No delay on the part of a Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of Party of any right, power or privilege hereunder will operate as a waiver of any other right, power or privilege hereunder, nor will any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Entire Agreement; Amendments. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties with respect thereto. This Agreement may be amended only by an agreement in writing signed by the parties or by the posting of a new Agreement on the Website by us.
Headings.

The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

No Representations. You understand and agree that, in accepting this Agreement, you have wholly relied upon your own judgment, investigation and knowledge and have not been influenced to any extent whatsoever in making this Agreement by any representations or statements not expressly set forth in this Agreement made by any other party or by any persons, firms, corporations, attorneys or any other parties representing or acting for any party hereto. You expressly represent and warrant that you have executed this Agreement as your free and voluntary act, without duress, coercion or undue influence exerted by or on behalf of us or anyone else. You acknowledge that you have had the opportunity to consult with legal counsel regarding this Agreement and the matters contemplated hereby and, if you have failed to do so, you hereby waive any claim based upon such failure.

Binding Agreement. The provisions of this Agreement will be binding upon, and inure to the benefit of, the respective heirs, legal representatives, successors and assigns of the parties.