PharmCareRx.com, LLC PARTICIPANT AGREEMENT

Thank you for using PharmCareRx.com, LLC ("Company") as your online platform ("Marketplace") for the lawful sale of certain non-expired, non-controlled prescription medications ("Medication") between licensed pharmacies whose registration the Company has accepted ("Participants"). This Participant Agreement ("Agreement") identifies the terms and conditions under which Participants can sell and purchase prescription medication.

Participants are bound by the terms of this Agreement, which may be changed from time to time in the sole discretion of the Company. Any changes to this Agreement will be posted on the website hosting the Marketplace and take effect immediately. A Participant's continued use of the Marketplace after changes to this Agreement is deemed acceptance of the revised terms.

I. PURPOSE

The Marketplace is designed to facilitate the lawful sale and purchase of Medication between state licensed pharmacies who are Participants. The Marketplace connects sellers and buyers.
The Company does not take possession of the Medication and has no ownership stake in any Medication sold or purchased on the marketplace.

II. BEFORE LISTING, SELLING, OR BUYING ON THE MARKETPLACE

A licensed pharmacy cannot list, sell, or buy Medication on the Marketplace without first becoming a Participant.
Before becoming a Participant, you must: be a licensed pharmacy or licensed pharmacist over 18 years of age that is in good standing with all regulatory authorities; not be under any licensing suspension regardless of duration; not have any pending disciplinary proceedings that could affect licensing; not be under any legal disability that would render you unable to form a legally binding contract; maintain a commercial bank account; agree to the terms and conditions of this Agreement; register with the Company; and have the Company accept your registration request (collectively, "Requirements"). Once becoming a Participant, each login and access to the Marketplace will be deemed to be a material representation to the Company that the foregoing Requirements remain true.
You have no right to become a Participant and you acknowledge that the Company may reject your registration request for any reason or no reason. A rejection of your registration does not give you any rights or remedies against the Company.
You cannot list, buy, or sell Medication on the Marketplace until you become a Participant. You cannot list, buy, or sell Medication on the Marketplace if your registration is revoked.

III. REGISTRATION REQUIREMENTS

You must provide the Company with the following before the Company will approve your registration request:
1. Digital photographs of all walls of the exterior of your pharmacy complete with signage and address that matches your legal or assumed name and licensing address, respectively, and at least two interior photographs showing the point-of-sale system (e.g., checkout lane, cash register) and the area where Medications are filled;
2. Documents from your state showing your legal business name and any assumed name under which you operate (e.g., articles of incorporation/organization, certificate of assumed name);
3. State licensing number for your pharmacy and the expiration date;
4. The numbers assigned to you from the Drug Enforcement Agency and the National Council for Prescription Drug Programs;
5. The name, address, and phone numbers for the pharmacy owner and the highest-ranking officer, and unexpired state or federal issued IDs for each of these individuals;
6. An email address that is regularly monitored;
7. An authorization to debit and credit your business bank account through ACH transactions executed by the owner or highest-ranking officer;
8. If you are not the first owner of the pharmacy, a copy of the transaction documents establishing your ownership of the pharmacy, such as a bill of sale or stock transfer certificate; and
9. Your requested username and password for accessing the Platform.
Username and Password. You will need a username and password to access the Marketplace and use the Company's services. You are solely responsible for maintaining your account, including the security of your username and password and for all activity that occurs. You should not disclose your password to any other person. You agree to adhere to our password policy.

IV. PERMISSION TO DEBIT BANK ACCOUNT

Participants that: (1) buy Medication ("Buyer") authorize the Company to debit their bank account for the purchase of the Medication, which shall include processing, delivery, service, and other charges; and (2) sell Medication ("Seller") consent to the Company debiting their bank account for any charges, fees, liquidated damages, and penalties owed to the Company.
Participants shall provide the Company with advance notice should any bank account information change and execute a new ACH authorization form.

V. LISTING ON THE MARKETPLACE

Representations. Each time a Seller posts Medication for sale on the Marketplace, the Seller represents that: the Medication posted was obtained lawfully from either a wholesaler or manufacturer under the Drug Supply Chain Security Act ("DSCSA") and not through any regulated discount program or preferred pricing network; Seller, consistent with the DSCSA, has in its possession all statements and transaction data from past owners/sellers of the Medication and processes or systems to verify the accuracy of this information; all reporting obligations under the DSCSA have been complied with; from purchase through disposition, the Medication was handled, processed, and stored consistent with the original manufacturer's guidelines; the Medication has stayed within the applicable temperature ranges as recommended by the original manufacturer; the Medication listed will be the actual Medication sold to a Buyer and not substituted, altered, or mixed with other Medication, even if such substitute is comparable to the listed Medication; the Participant's re-sale of the Medication is not restricted by any regulation, rule, law, or agreement; the Seller has provided truthful information in the listing; and that the Seller did not tamper with or alter any of the information or data referenced in this paragraph.
Required Information. For each post on the Marketplace, Sellers must provide the Medication's name, price, expiration date, lot and serial number(s), if any, size, quantity, and condition of the package, including whether it has been opened, and the National Drug Code ("NDC") number.
Restrictions.
1. Broken Seals. Within any rolling ninety (90) day period, a Seller may not list more than:
  1. one unsealed partial pack of a specific NDC; and
  2. one full unsealed pack of a specific NDC.
2. NDC Limits. Within any rolling twelve (12) month period, a Seller may not list more than thirty (30) containers of the same NDC.
Pricing. Sellers must price their Medications at a minimum discount of 10% below the current Wholesale Acquisition Cost, provided by Medi-Span. If the Wholesale Acquisition Cost is not available for a particular Medication, Sellers must price the Medication at a minimum discount of 10% below the prevailing Average Average Wholesale Price per unit, also provided by Medi-Span. As long as the discount threshold is met, the sale price for a Medication is in the Seller's discretion.
Production of Acquisition Records. Within one (1) business day of any request from a Buyer or the Company, whether on their own behalf or to comply with a lawful regulatory request, a Seller must produce the documentation tracing the Medication from the manufacture point through the disposition to the Buyer. This includes but is not limited to the complete transaction history and manufacturer and wholesaler invoices. A Seller agrees that its failure to produce these records will cause irreparable harm to the Company and its reputation and that damages from a Seller's failure are difficult to ascertain. As such, Seller agrees to pay to the Company, as liquidated damages and not as a penalty, the sum of $100 per day for its failure to timely produce the records required in this section; however, the liquidated damages shall not exceed the selling price for the Medication that is subject to such request.

VI. ORDER FULFILLMENT

Fulfillment Process. When a Buyer places an order on the Marketplace:
1. The Company notifies the Seller that the order was placed.
2. The Seller then has two business days to confirm the availability of the ordered Medication, create the packing slip and shipping label, and ship the order.
3. When the Seller confirms the order, the Buyer's account is debited the price of the Medication, plus any applicable shipping costs.
4. Upon receipt of the shipment, the Buyer has three business days to inspect the shipment and confirm that the Medication that was ordered was received.
5. If the Buyer does not dispute any aspect of the shipment within those three business days, the sale is complete.
Buyer Representations. Each time a Buyer purchases a Medication on the Marketplace, the Buyer represents and warrants that the Medication is being purchased for a particular patient need or a declared public health emergency.
Buyer Acknowledgments. By placing an order on the Marketplace, the Buyer acknowledges:
1. The accuracy of any information listed by Sellers is not guaranteed by, and not the responsibility of, the Company.
2. All orders are final and cannot be canceled by the Buyer after they are placed.
3. If the Company determines that an order appears to be fraudulent, the Company has the right to cancel the order.
4. The Buyer's representation that the Medication is for a particular client need or a declared public health emergency is ongoing, and the Medication will be tracked pursuant to DSCSA requirements.
5. It is the Buyer's sole responsibility to confirm that the Medication received is the Medication that was listed and ordered from the Marketplace in the allotted three business days after receipt.
  1. The Buyer must report any incorrect or damaged items to the Company within the allotted three business days after receipt.
  2. If any issues regarding an order are not reported to the Company within those three business days after receipt, the order will be considered complete and no longer qualify for a return due to damage or inaccuracy.
6. If a refrigerated or frozen Medication is ordered by the Buyer, it is the Buyer's sole responsibility to appropriately refrigerate or freeze the Medication immediately upon receipt.
Seller Representations. Each time a Seller confirms an order on the Marketplace, the Seller represents and warrants that the Medication that is being shipped is exactly the same as what was listed for sale, including, but not limited to, the name of the Medication, expiration date, lot number, serial number, quantity, quality, and size.
Seller Acknowledgements. By confirming an order on the Marketplace, the Seller acknowledges:
1. All orders must be confirmed by the Seller within two business days of the placement of the order.
2. If the Seller cannot ship the exact Medication that was listed and ordered, or if the Seller does not ship the Medication on or before the expected ship date to the Buyer, the Company has the right to cancel and charge the Seller a Cancellation Fee.
  1. The Cancellation Fee is 10% of the order amount, limited to a maximum of $25.00.
3. All Medication shipped to a Buyer must be in the original manufacturer's packaging with expiration date, lot number, serial number, and NDC.
4. If a Medication must be kept refrigerated or frozen, the Seller is responsible for appropriately handling, packaging, and shipping the Medication to the Buyer.
5. Medications that must be kept frozen or refrigerated can only be shipped Monday through Thursday via FedEx Overnight Priority Mail®. Frozen or refrigerated Medications may not be shipped on Fridays. If the timing of an order requires the Seller to wait until Monday to ship the frozen or refrigerated Medication, the Seller is responsible for proper storage, pursuant to the manufacturer's instructions, over the weekend.
6. The Seller remains financially responsible for all Medication until it is delivered to the Buyer. The Company is not liable or responsible for any lost, destroyed, or delayed Medication shipments.
Payment Processing.
1. Upon the Seller's confirmation of the Buyer's order, the Buyer's bank account is debited for the full price of the order, including all shipping costs. The Buyer's funds are transferred, via Automated Clearing House (ACH), to the Company's account. Once the Buyer confirms that that the order was received, the funds, minus the Company's fee, are then transferred to the Seller's bank account via ACH.
2. The Company is not responsible for any bank fees and will assess a $30 fee for every occurrence of non-sufficient funds (NSF) when charging a Participant's account.

VII. SHIPPING

Shipping Service. All Medications are shipped via FedEx with the Company's FedEx account.
Shipping Options. Medications may be shipped via FedEx Overnight Express, FedEx 2-Day, or FedEx Ground. However, if a Medication must be kept frozen or refrigerated, FedEx Overnight Express is the only option. All orders are delivered Monday through Thursday, excluding holidays.
Responsibility for Shipping Costs. In general, Buyers are responsible for all shipping costs, unless the Seller states that the Seller will pay for shipping or that shipping is free in the posting. If the Seller ships an order in error, the Seller is responsible for return shipping costs.
Insurance. All shipments are automatically insured up to a maximum of $100. Buyers may obtain additional insurance, for an additional charge, at the point of Seller Confirmation. The Company will process all insurance claims, subject to FedEx Terms and Conditions. It may take up to 30 days to process an insurance claim.

VIII. THE COMPANY'S FEES

Seller Acknowledgement. By using the Marketplace, Sellers acknowledge and agree that the Company will deduct a fee from the ACH credit settlement amount for every completed sale.
Fee Amount. The Company's fee is 6% of the sale amount for each transaction.
Right to Change Fee Amount. The Company reserves the right to change its fee amount by updating this Agreement. A Participant's continued use of the Marketplace after a change in the fee amount has been made is deemed acceptance of the changed fee amount.

IX. DISPUTE RESOLUTION

Incorrect Medication Received by the Buyer. If anything other than what was confirmed for shipment is received by the Buyer, the Seller is solely responsible for correcting any error, including additional shipping costs.
1. If the information listed by the Seller is incorrect, or if the Medication received by the Buyer is different than that described in the Seller's listing, the Seller is responsible for all expenses incurred, including shipping costs.
  1. A Cancellation Fee, as defined above, may also be charged to the Seller for incorrect listings or shipments.
2. If the quantity of a Medication received by the Buyer differs from the amount listed by the Seller and ordered by the Buyer, the Company may credit the Buyer for the difference, subject to the Buyer's approval.
Damaged Medication Received by the Buyer. If the Medication received by the Buyer is damaged in transit, the Company will submit an insurance claim with FedEx.
1. There are two ways that a Buyer can obtain a refund for a damaged Medication:
  1. The Seller may request, and the Buyer may agree, that the Buyer properly disposes of the damaged Medication; OR
  2. The Buyer must return the Medication to the Seller at the Seller's expense.
2. If the Seller and Buyer agree to dispose of the Medication, a refund will be processed within three business days.
3. If the Buyer does not want to dispose of the damaged Medication and chooses to return it to the Seller, the Company will provide the Buyer with a return shipping label.
  1. It is the Buyer's responsibility to ship the damaged Medication back to the Seller within three business days of receipt of the shipping label.
  2. The Buyer is solely responsible for the proper packaging, shipping, and return of the damaged Medication.
  3. The refund to the Buyer will be processed within three business days after the Seller receives the returned Medication.
Unresolved Disputes. If a dispute cannot be resolved between a Buyer and a Seller through the above procedures, contact the Company's Customer Service Department at contact@pharmcarerx.com or (888) 313-6337. The Company will do everything possible to resolve the dispute. Buyers and Sellers acknowledge that they agree to fully cooperate with any decisions made by the Company in resolving disputes between them.

X. PROHIBITED CONDUCT

Prohibited Medications. The Company prohibits the listing and sale of any Medication set forth below. If a Seller lists or sells a Prohibited Medication, the Seller will be in violation of this Agreement, whether the Seller acted intentionally or not. If the Company determines that a listing is in violation of this Agreement or is otherwise inappropriate, the Company may, at its discretion, remove the listing, cancel any related transactions, and temporarily or permanently ban the Seller from the Marketplace.
1. The Marketplace may not be used to list or sell any of the following:
  1. Stolen Medication;
  2. Fake or counterfeit Medication;
  3. Medication samples;
  4. Any Medication that was purchased on the Marketplace within the last 90 days;
  5. Any Medication originally acquired through government discount programs;
  6. Any Medication that is subject to limited distribution channels or the requirements of manufacturer pre-authorization;
  7. Any Medication that has been recalled or quarantined by the manufacturer or a regulatory agency;
  8. Medication related to the sale, potential sale, or closure of a pharmacy;
  9. Controlled substances;
  10. Clozapine or isotretinoin
  11. The Company reserves the right to restrict the sale of any Medication or class of Medications as it deems necessary.
Prohibited Conduct. If the Company determines that a Participant is in violation of this Agreement, the Company may, at its discretion, temporarily or permanently ban the Participant from the Marketplace. By using the Marketplace, Participants agree not to engage any of the following conduct:
1. In General
  1. Using the Marketplace for any illegal purpose or in violation of any local, state, national, or international law or regulation;
  2. Violating, or encouraging others to violate, any right of a third-party, including by infringing or misappropriating any third-party intellectual property right;
  3. Posting, uploading, or distributing any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could consider objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, offensive, or otherwise inappropriate;
  4. Interfering with security-related features of the Marketplace, including by: (I) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Marketplace except to the extent that the activity is expressly permitted by applicable law or regulation;
  5. Interfering with the operation of the Marketplace or any Participant's enjoyment of the Marketplace, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another Participant; (iii) attempting to collect personal information about another Participant or third-party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used for the Marketplace, or violating any regulation, policy, or procedure of any network, equipment, or server, or using any robot, spambot, spider, crawler, scraper, or other automated means or interface not provided by the Company to access the Marketplace or extract data;
  6. Performing any fraudulent activity, including impersonating any person or entity, claiming a false affiliation to a business, accessing any other Participant's account without permission, or falsifying any information provided to the Company;
  7. Threatening other Participants;
  8. Slandering other Participants;
  9. Spamming;
  10. Copyright infringement;
  11. Any conduct that violates any law or government regulation, or promotes or facilitates such action by third parties;
  12. Any conduct that causes or threatens to damage the Company's reputation;
  13. Any conduct that violates the terms of any bank, card, or electronic funds transfer network;
  14. Any conduct that results in or creates a significant risk of chargebacks, penalties, damages, or other harm or liability.
  15. Behaving in an abusive manner or using abusive language toward a Company employee or other Participant.
2. Accounts
  1. Having multiple Marketplace accounts;
  2. Creating a new account after being temporarily or permanently banned from the Marketplace;
  3. Impersonating another person or business in your username;
  4. Providing false information when registering or validating any account information;
  5. Registering under a false name;
  6. Using an unauthorized or invalid bank account;
  7. Providing false information for W-9 or other tax related inquiries
3. Listings
  1. Listing a Prohibited Medication;
  2. Listing a Medication without the intent to sell;
  3. Listing Medication not in your possession;
  4. Listing a Medication in violation of any of the requirements in Section V., above.
4. Solicitations
  1. Soliciting Participants to an external website;
  2. Soliciting transactions to an external website;
  3. Soliciting correspondence and transactions outside of the Marketplace;
  4. Soliciting Participants to provide personal information;
  5. Soliciting Participants to list Prohibited Medications or engage in Prohibited Conduct;
  6. Sending advertising or promotional materials in Medication shipments to Participants;
5. Transactions
  1. Encouraging payments outside of the Marketplace;
  2. Proposing or completing a transaction in person or outside of the Marketplace;
  3. Proposing a trade, exchange, partial exchange, or swap;
  4. Selecting inappropriately priced shipping labels;
  5. Using the Marketplace for the purpose of money laundering;
  6. Providing invalid tracking.

XI. LIMITATION, SUSPENSION, OR TERMINATION

The Company reserves the right to change, suspend, limit, or discontinue any of its services, in whole or in part, at any time, for any reason, without notice (unless required by law).
The Company may refuse service to anyone and may terminate or suspend a Participant's account and access to the Marketplace in whole or in part, at any time, for any reason, without notice (unless required by law).
If the Company limits, suspends, or terminates a Participant's account or access to the Marketplace:
1. The Participant does not have a contractual or legal right to continue to use the Marketplace. The Company will not be liable to the Participant for the effect that any changes to the service may have on the Participant, including income or ability to generate revenue through the Marketplace.
2. The Participant remains responsible for fees, shipping fees, chargebacks/fund reversals, returns, or refunds requested, and remains obligated to resolve any disputes with other Participants that are a result of transactions that occurred prior to the termination or suspension.
3. The Company may require Participants to verify information, including not limited to identity, financial, or contact information. The Company may refuse a Participant access to or suspend a Participant from the Marketplace until completion of such verification.

XII. LIMITATION OF LIABILITY; INDEMNIFICATION; AND DISCLAIMER OF WARRANTIES

Limitation of Liability. IN NO EVENT WILL THE COMPANY, ITS EMPLOYEES, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS OR OTHER AGENTS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE MARKETPLACE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THIS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE0, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

YOU AGREE THAT THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION FO THIS WEBSITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE LESSER OF (1) $100, AND (2) THE TOTAL DOLLAR AMOUNT OF ALL MEDICATIONS BOUGHT AND/OR SOLD ON THE MARKETPLACE IN THE 30 DAYS PRIOR TO THE ALLEGED ACTION GIVING RISE TO THE ALLEGED LIABILITY.

THE COMPANY SHALL HAVE NO LIABILITY FOR SUSPENDING OR TERMINATING YOUR ACCOUNT, RESTRICTING ACCESS TO YOUR ACCOUNT, OR SUSPENDING OR TERMINATING YOUR ACCESS TO THE MARKETPLACE.

THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT PURCHASES OR SALES, THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF PAYMENT TRANSACTIONS, OR BANK DIRECT DEPOSIT TRANSFERS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Indemnification. YOU AGREE THAT YOU WILL BE RESPONSIBLE FOR YOUR USE OF THE MARKETPLACE AND YOU AGREE TO INDEMNIFY AND HOLD THE COMPANY AND ANY PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AND EMPLOYEES HARMLESS AGAINST ANY CLAIM, LIABILITY, DAMAGE, LOSS, AND EXPENSE, INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH: (1) YOUR ACCESS TO, USE OF, OR ALLEGED USE OF, THE MARKETPLACE; (2) YOUR VIOLATION OF ANY PORTION OF THIS AGREEMENT, ANY REPRESENTATION, WARRANTY, OR AGREEMENT REFERENCED IN THIS AGREEMENT, OR ANY APPLICABLE LAW OR REGULATION; (3) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING ANY INTELLECTUAL PROPERTY RIGHT OR PUBLICITY, CONFIDENTIALITY, OTHER PROPERTY, OR PRIVACY RIGHT; OR (4) ANY DISPUTE OR ISSUE BETWEEN YOU AND ANY THIRD-PARTY. THE COMPANY RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU (WITHOUT LIMITING YOUR INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THAT MATTER), AND IN THAT CASE, YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THAT CLAIM.
Disclaimer of Warranties. THE MARKETPLACE AND ALL MATERIALS AND CONTENT AVAILABLE ON THIS WEBSITE ARE PROVIDED "AS IS" AND AN ON "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE MARKETPLACE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THIS WEBSITE, INCLUDING (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (2) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THE MARKETPLACE, OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THIS WEBSITE, WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE CONTENT THROUGH THE MARKETPLACE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE MARKETPLACE, OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE MARKETPLACE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

XIII. MISCELLANEOUS PROVISIONS

No Agency Relationship. This Agreement does not create any agency, partnership, joint venture, employment, or franchisee relationship between you and the Company.
Entire Agreement. The terms of this Agreement, including any policies or other documents incorporated herein by reference, constitute the entire agreement between you and the Company and supersede any other agreement between you and the Company regarding the Marketplace.
Severability. If any part of this Agreement is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect.
No Waiver. The Company's failure to enforce any part of this Agreement is not a waiver of its right to later enforce that or any other part of the Agreement.
No Assignment. You may not assign or transfer this Agreement or your rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without prior written consent. The Company may assign this Agreement, or any of our rights or obligations under this Agreement, at any time without consent.
Governing Law. This Agreement shall be governed and construed under the laws of the State of Michigan. Any dispute that arises between you and the Company that may not be subject to arbitration shall be submitted to the exclusive jurisdiction of the state and federal courts in Wayne County, Michigan.
Arbitration. You and the Company agree that any and all disputes or claims at law or equity that have arisen or may arise between you and the Company relating in any way to or arising out of this or previous versions of this Agreement, your use or access to the Marketplace, or any payments processed through the Marketplace, shall be resolved exclusively through final and binding arbitration, rather than through other legal proceedings in court. Arbitration shall be held in Wayne County, Michigan, under the rules of the American Arbitration Association.
Notices. All notices to the Company shall be sent to 3200 Greenfield Rd, Suite 105, Dearborn, MI, 48120 Tax Indemnity. The Company is not liable or responsible for the accuracy of any tax payment to any entity on behalf of a Participant. You agree to indemnify and hold harmless the Company against any expenses, costs, interest, liabilities incurred by the Company as a result of any claim by any third-party or governmental entity that relates to any tax obligation or any dispute regarding the Company's tax status.
Investigation of Violations. You agree that we may investigate violations of this Agreement and any and all policies. You agree to fully cooperate and provide requested information as to any Medication, including but not limited to, the source of the Medication, your acquisition of the Medication, and the price you paid for the Medication.
Reporting of Illegal Activity. The Company may report any activity that the Company suspects is violative of any applicable laws or regulations and will cooperate with law enforcement officials, regulators, or other third parties as needed. Upon request, the Company will provide any relevant documents to the requesting authority.
Audit Requests. Third parties, such as wholesalers, insurance providers, and regulatory agencies, may submit audit requests to the Company at 3200 Greenfield Rd, Suite 105, Dearborn, MI, 48120
Intellectual Property. This website and its entire contents, features, and functionality are owned, controlled, or licensed by the Company and are protected by United States and International copyright, trademark, patent, trade secret, and other intellectual and proprietary rights laws. Except as expressly provided in this Agreement, you may not copy, display, distribute, transmit, transfer, link to, reproduce, license, frame, alter, create derivative works of, reverse engineer, or republish all or any portion of this website for any commercial or public purpose without the Company's prior written consent. You acknowledge and agree that you do not acquire any ownership rights of any kind by downloading materials from this website.
Participants' Grant of License. By using and posting content on the Marketplace, Participants grant the Company a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display edit, modify, reproduce, distribute, store, and prepare derivative works of the content to provide the Company's services and promote the Company, or its services in general, in any formats and through any channels, including across any Company service or third-party website or advertising medium.