Commercial Use Agreement

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”).

  1. 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.
  2. 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.
  3. 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.
  4. Fees.(Pharmacy-Pharmacy) Buyer will choose FedEx shipping option and accept the charges upon confirmation from the Seller (Including FedEx fees and administrative fee $0.50 per order). As soon as the Seller confirms your order, you will receive an email from Rxeed.com or you can view under “manage order” (Buy Orders/Sell Orders). Seller will be charged 4% processing fee and $2.50 per transaction handling fee to their ACH account on file. Once you receive your order, immediately confirm your order was received on Rxeed.com. All shipped orders will be marked by Rxeed.com as “received” after the 2nd business day of delivery confirmation by FedEx tracking if not done so by the Buyer, and funds will be transferred to seller. Rxeed.com does not require a minimum number of prescription drugs to be listed by the Seller. There will be a charge of $0.50 for initial ACH account set up and anytime modified.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. Notice. All notices and communications concerning this Agreement shall be in writing and addressed to Rxeed as follows:

    Rxeed, LLC,

    Attn: Legal Department

    10062 190th place, Suite 205

    Mokena, IL, 60448

    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.

  11. 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.
  12. 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 circumstances whatsoever. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.