This Commercial Use Agreement (“Agreement”) is entered into by and between the Rxeed Participant who has completed
the registration information leading to this Agreement (“You”) and Rxeed, LLC, an Indiana limited liability company
- Rxeed Services. This Agreement is subject to the Terms and Conditions of Use, Except as stated in the Terms
and Conditions of Use, Rxeed will not provide any additional services and has no other obligations to You.
Rxeed makes no assurances that information provided by consumer participants of Rxeed (“Consumers”) or
wholesalers and distributors of pharmaceutical products (“Wholesalers”) is true and accurate. Rxeed is simply a
platform whose sole purpose is to connect You with Consumers through its online auction platform. Rxeed makes
no promises and in no way warrants the condition, quality, quantity, merchantability, or anything else with respect
to any pharmaceuticals You may acquire from a Wholesaler.
- Commercial Participant Services. You are solely responsible for all services and products provided by you to
Consumers. Unless otherwise prohibited by applicable law, you release Rxeed 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 Rxeed related in any way to such claim or dispute between You and Consumer over
Participant Services. Rxeed reserves and shall have the right to cancel any transactions processed with
inaccurate information submitted by any Participants, and the return of any amounts paid by you to Rxeed in the
cancelled transaction shall be your sole remedy.
- Commercial Participant Information. You agree to provide information reasonably requested by Rxeed related
to registration, the Rxeed Services or Participant Services, and by becoming a Participant, you certify that all
information you provide to Rxeed ("Participant Information"), whether through the registration process or otherwise
will be true, accurate, current, and complete. You will indemnify and hold Rxeed 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.
- Fees. In addition to any fees that are stated in the General Terms and Conditions of Use, Seller agrees to pay Rxeed three percent (3%) maximum of $200 per transaction of any and all sales of pharmaceuticals to other pharmacies via Rxeed.com or Rxeed. Buyer agrees to pay (1%) maximum of $100 per transaction and such fees shall be payable by credit card. Buying Pharmacy will be charged a $1 good faith transaction fee regardless of inquiry results. Accordingly, you may be asked to maintain a credit card on file with Rxeed for Rxeed to process such charges
Shipping and payments to be arranged between the two pharmacies conducting transaction outside Rxeed platform. Fees are non-refundable. Rxeed reserves the right to withhold or deactivate any drug listing without prior notice.
- Governing Law. Rxeed controls and operates Rxeed.com from its offices within the United States. If you choose to access Rxeed.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, Rxeed and your use of Rxeed.com or the Rxeed Services shall be interpreted and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles.
- Dispute Resolution (Binding Arbitration). If a dispute, claim, or controversy ("Dispute") arises between you and
Rxeed or any of the Rxeed Affiliates under or in any way relating to this Agreement, Rxeed.com, or the Rxeed or
Participant Services that is not resolved through good faith negotiations and discussions within 30 days of
Rxeed 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.
A judgment upon an arbitrator's award may be entered in any court of competent jurisdiction. Any arbitration
hearing shall be held in Munster, IN or Chicago, IL (whichever is located closest in miles to you), with these to be
exclusive venues to which you hereby expressly consent. Except as prohibited by applicable law, you waive any
right to trial by a judge or jury, to recovery of consequential damages and to pursue or participate in a
consolidated or class action arbitration related to this Agreement or the Rxeed or Participant
Services. Each party shall bear their own expenses of the arbitration and shall equally share the fees and expenses of the arbitrator except. This arbitration requirement shall not preclude a party from at any time seeking
temporary equitable relief in the form of a preliminary injunction, temporary restraining order or the like as
necessary to preserve the status quo or prevent irreparable injury pending resolution of the Dispute in arbitration --
provided, however, the exclusive jurisdiction and venue for such an action shall be in the state or federal courts in
Munster, IN or Chicago, IL (whichever is located closet in miles to you), and each party consents to personal
jurisdiction in those courts for such purposes.
- Independent Parties. Rxeed is an independent contractor and shall not at any time or under any circumstances
be considered an agent or representative of any Participant of Rxeed.com. No joint venture, partnership, or like
relationship is created between the parties by this Agreement.
- Conflict Between Agreements. In the event of a conflict between this Commercial Use Agreement and the
General Terms and Conditions, an interpretation of the conflicting provisions that allows for both of them to be
implemented shall be followed. In addition, in the event there are shared provisions between this Commercial Use
Agreement and the General terms and Conditions, the strictest provision shall apply.
- Miscellaneous.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 Rxeed, 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 Rxeed's
president. Any waiver by Rxeed 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 Rxeed.
- Notice. All notices and communications concerning this Agreement shall be in writing and addressed to Rxeed as
Attn: Legal Department
17320 Oak Park Ave
Tinley Park, IL, 60477
Notices 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.
- Modification of Terms. Rxeed 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 Rxeed or Participant Services or any part thereof.
Any amendments and modifications made by Rxeed will be prospective only, and unless otherwise provided in this
Agreement, will be effective upon being posted on Rxeed.com.
- Termination. This Agreement is effective until changed or modified by Rxeed or terminated by you or Rxeed 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 Rxeed.com. Rxeed reserves the right to suspend or deny, in its sole discretion, your
access to all or any portion of Rxeed.com with or without notice at any time and for any reason. You agree that any
termination, restriction, or suspension of your access to Rxeed.com may be made without prior notice, and you
acknowledge that Rxeed 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 Rxeed.com. You agree that Rxeed shall not be
liable to you or any third-party for any termination, restriction, or suspension of access to Rxeed.com under any
You agree that Rxeed has the right, but is not obligated, to monitor your use of Rxeed.com and any
communications made by you related to such use in any manner. You release Rxeed from any liability relating to
its monitoring activities. Rxeed may also warn its Participants of any actual or suspected improper actions by you.
If Rxeed denies you access to Rxeed.com, you agree to destroy all materials obtained from Rxeed.com and all
copies of those materials with the exception of your personal account materials.
- Entire Agreement. This Agreement, and any policies referenced in this Agreement, constitute the entire
agreement between you and Rxeed related to Rxeed.com and the Rxeed 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 Rxeed. If there is a conflict between the terms of
this Agreement and any terms appearing on Rxeed.com or in any policies, those terms that are most favorable to
Rxeed shall govern.
- Survival of Obligations. The provisions of this Agreement that by their nature are intended to survive beyond the
termination, cancellation or expiration of this Agreement shall survive.
- Consumer Consent to Electronic Delivery and Notice. (a) Consent. By clicking the "I Agree" button below, you
consent to receive notices solely in electronic format from Rxeed. Please regularly check Rxeed.com for updates
to notices. We will post to Rxeed any changes in hardware or software requirements needed to access the notices.
(b) Delivery Considerations. To access Rxeed.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.
- Electronic Signature. 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, and (c) agree to print and/or save a copy of this Agreement for your records. This Agreement is effective upon completion of registration, please scroll up through this Agreement to review important provisions regarding arbitration, limitation of Rxeed's and its content providers' liability, waivers and indemnities, and other important provisions. The fees and other charges for Rxeed'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.