Terms and Conditions of Use

Rxeed.com User Agreement and Terms and Conditions of Website Use

Welcome to Rxeed.com, which is owned and operated by Rxeed, LLC (hereafter referred to as "Rxeed"). This User Agreement and Terms and Conditions of Website Use (collectively, the "Agreement") contains the terms, provisions and conditions upon which Rxeed is willing to provide you access to and use of any Rxeed website and all related pages, information, databases, functionality and materials (collectively, "Rxeed.com" or the "Website"), and governs your use of Rxeed.com. If you do not agree to be bound by this Agreement, you may not access or use Rxeed.com. Your use of Rxeed.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 Rxeed 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 Rxeed.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

Rxeed may make changes to this Agreement, or any policies governing use of the Website and related services, at any time at its discretion; provided, however, that such changes will only effect and control your subsequent use of the Website. Rxeed encourages you to review this Agreement each time upon entering the Website for updates and changes because your future access or use of the Website shall be deemed acceptance of these changes. You should print a copy of this and future Agreements for your reference.

This Agreement is a contract between you and Rxeed and incorporates Rxeed’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 Rxeed at Rxeed, LLC, Attn: Legal, 17320 Oak Park Ave Tinley Park IL 60477.

  1. Rxeed Services. 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, Rxeed manages the functional and technical operations required to maintain and support the Website (the "Rxeed Services"). Although the Website may be referred to as an online pharmaceutical auction site, Rxeed is not an auctioneer or a clearinghouse and does not sell Participant Services. Because it does not sell Participant Services, Rxeed 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 . Rxeed cannot ensure that a Participant will actually complete a transaction. You are responsible for accurately entering your information into Rxeed.com. Rxeed will not review such information as a part of the Rxeed Services. Information submitted by you or generated from transactions through the Website (absent any personably identifiable information) will be available on the Rxeed 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. Rxeed may provide additional Rxeed Services such as Similar Product Pricing Comparison ("SPPC") services. Any Rxeed Services that you order from Rxeed.com for which Rxeed charges fees shall be paid for by you with valid funds at the time you place your order. Rxeed may, at its sole discretion, delete or change some or all of the Rxeed 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 Rxeed.com or otherwise.
  2. Participant Services. 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 Rxeed. 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 over Participant Services. Although Participants are expected to input accurate information on the Website, on occasion pricing, typographical, or other mistakes may occur. 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. Registration. To use or purchase any Rxeed Services or Participant Services, you must be a Participant of Rxeed.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 and (b) individuals 18 years and older who, 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"). Rxeed does not allow for the use of P.O. Boxes (or similar address types that are not associated directly with a place of residence) as a form of a valid address. Qualified Members with custodial care of a minor or other person who is not eligible to become a Participant (a "Dependent") may use Rxeed.com on behalf of the Dependent. The Qualified Member and the Dependent certify that the Qualified Member is authorized under all applicable laws to disclose and provide personal information of the Dependent to Rxeed. The Qualified Member and the Dependent further authorize Rxeed to use the personal information in connection with the Website and the provision of Rxeed and Participant Services subject to the terms of this Agreement. If you do not qualify to be a Participant, please do not use Rxeed.com.

    By becoming a Participant and by accessing any portion of Rxeed.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 Rxeed 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 Rxeed.
  4. 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. 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 Rxeed 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. Rxeed respects the privacy of Participant Information. Please review Rxeed's Notice of Privacy Policy and Internet Privacy and Security Policy for more information regarding Rxeed's policies and procedures for protection, disclosure and use of Participant Information. Subject to the privacy protections contained in the above referenced policy, Rxeed 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 Rxeed Services.
  5. Identity Verification. 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 Rxeed and other Rxeed.com users. You agree to immediately notify Rxeed 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 Rxeed for any purpose. You agree not to attempt to access, delete, or modify the data or the account of another Participant.
  6. Fees.
    1. Fees. There may be a charge, payable directly to Rxeed, to become a Participant of Rxeed.com for personal use of Rxeed.com as a tool for obtaining prescriptions. Thereafter, any charge for participation shall be assessed upon the disclosure of the “winning bid” and shall also be payable directly to Rxeed. In addition to any participation charges paid directly to Rxeed, you are solely responsible to pay the Participant for any Participant Services you may purchase.Winning bids are only valid for a period of seven (7) days, and a valid prescription must be received and acknowledged winning bid within such seven (7) day period. Participants desiring to use Rxeed.com for commercial purposes must also accept and acknowledge the Commercial Use Agreement with Rxeed and pay charges in accordance with the terms of that agreement.
    2. Other Services Fees and Taxes.You are responsible for promptly paying all fees and charges (the "Fees") associated with your use or purchase of Rxeed Services for which there is a charge at the time of purchase. Further, you shall be responsible for any applicable federal, state, or local franchise fees, surcharges, sales and use taxes, and any other taxes (except those related to Rxeed's net income) related to the Rxeed Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase.  Fees and Taxes for using the Rxeed Services will be identified in subsequent changes to Rxeed.com and shall be effective immediately when posted. All Fees and Taxes are payable in U.S. dollars. Participants acknowledge that pharmacies with the winning bid, while licensed in the Participant’s home state, may not be located in the Participant’s home; accordingly, Participant is solely responsible for any shipping charges that the winning pharmacy may charge.
    3. Billing & Payment Disputes. If you dispute any Fees related to purchase of any Rxeed Services, you shall provide Rxeed with written notice describing such dispute in reasonable detail and shall include with such notice all documentation as may be reasonably required to support your position regarding the dispute. All disputes regarding any Fees must be submitted to Rxeed within 90 days of the date of your purchase of the Rxeed Service. If you do not submit a claim within such time period, you waive all rights to dispute such Fees.
    4. Penalties. Participants will be subject to a penalty of $100,000.00 if they try to capture information from Rxeed.com and use such information for purposes other than filling prescriptions. Independent pharmacies and consumers that are participants of Rxeed shall be subject to a fine of $250,000.00 if Rxeed determines that you routinely access the website to monitor pricing of pharmaceuticals for the benefit of non-participating pharmacies.
  7. Restrictions on Use of Rxeed Intellectual Property, Website, and Rxeed Services. Rxeed or its content providers own all of the content, materials, and other intellectual property related to Rxeed.com and Rxeed 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 Rxeed.com and Rxeed Services are registered and/or protected by U.S. and international copyright, trademark, and other laws. Your license to use Rxeed.com and Rxeed Services includes the limited right to view, bookmark, download and print, for your noncommercial, personal use and information only, (unless Rxeed has authorized commercial uses in a separate agreement with you), those pages of Rxeed.com that interest you, subject to any other terms and conditions of use and/or payment in this Agreement or on Rxeed.com. Your continued use of any Materials is terminable by Rxeed at any time under the circumstances described in this Agreement. You agree to retain all copyright and other proprietary notices contained in Rxeed.com or the Rxeed 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 Rxeed. You further agree that you will not:
    1. use Rxeed.com or the Rxeed Services to transmit, copy, reproduce, republish, upload, post, transmit, e- mail, or distribute in any way material or content that infringes any copyright, trademark, proprietary, or other right of any party or that violates this Agreement;
    2. copy (except as set forth above for noncommercial personal use or a separate commercial agreement with Rxeed), modify, distribute, create any derivative or compilation work from, or display the Materials or any other content from Rxeed.com or the Rxeed Services or redeliver such content using framing or similar technology;
    3. use any device designed to provide repeated automated access to Rxeed.com or Rxeed Services other than those made generally available by Rxeed;
    4. include "Rxeed," or any other Rxeed trademarked materials, the name of any Rxeed personnel, or any variation of these items as a metatag or hidden textual element, or in any other fashion that may create a false or misleading impression of affiliation, sponsorship, or endorsement between Rxeed and you, any other party, or any other website, or otherwise use these items without Rxeed's express written permission;
    5. collect, harvest, or store personal data about other users of Rxeed.com or the Rxeed Services;
    6. upload, e-mail, or otherwise transmit to Rxeed or through Rxeed.com or the Rxeed Services or any Rxeed computer network any of the following: a sexually-explicit or pornographic image or statement; advertising, promotional, or other unauthorized communication, including without limitation, "junk mail," surveys, unsolicited e-mail, "spam," "chain letters," "pyramid schemes," or other inappropriate or prohibited materials; and any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or any other computer code, files or programs that might interrupt, limit or interfere with, damage, surreptitiously intercept or expropriate or permit unauthorized access to or use of any system, data or information related to Rxeed.com or the Rxeed Services or any computer software, hardware or communications equipment that is owned, leased or used by Rxeed;
    7. use Rxeed.com or the Rxeed Services to advertise or perform any commercial solicitation unless authorized in a separate commercial agreement with Rxeed;
    8. use Rxeed.com or the Rxeed Services to post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law;
    9. use any robot, spider, scraper, or any other automated means to access Rxeed.com or the Rxeed Services for any purpose without Rxeed's express written permission;
    10. forge any TCP/IP packet header or any part of the header information in any e-mail or posting;
    11. take any action that imposes, or may impose, in Rxeed's sole discretion, an unreasonable or disproportionately large load on the Rxeed infrastructure;
    12. interfere or attempt to interfere with the proper working of Rxeed.com, Rxeed Services, or any activities conducted on Rxeed.com; or
    13. bypass measures used by Rxeed to prevent or restrict access to Rxeed.com or the Services, violate or attempt to violate the security or authentication measures of the Rxeed system, or attempt to probe, scan or test the vulnerability of a system or network without proper written authorization from Rxeed.

    Rxeed 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 Rxeed to disclose such information. Rxeed does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by users of Rxeed.com or the Rxeed Services, nor does Rxeed endorse any opinions expressed by users or any third parties using Rxeed.com or the Rxeed Services. Any reliance on material posted by other users or Participants shall be at your own risk

  8. Fraud, Manipulation and Termination. You may not manipulate the price or other information associated with any bid provided by a Participant for any Participant Service. Without limiting any of its other available rights or remedies, Rxeed may suspend or terminate your license and use of Rxeed.com if Rxeed, at its sole discretion, reasonably suspects that you have violated any provisions of this Agreement or engaged in any improper, dishonest or fraudulent activity in connection with Rxeed.com or the Rxeed Services. If your account is suspended because Rxeed suspects that you have violated any provision of this Agreement or engaged in any improper, dishonest or fraudulent activity in connection with Rxeed.com or the Rxeed Services, you will not be entitled to any refund for services you have paid for. Rxeed specifically reserves the right to reject any prescription it believes is fraudulent or illegally submitted, and you will not be refunded for any payment made to Rxeed for such prescriptions.
  9. Medical Disclaimer. RXEED DOES NOT PROVIDE MEDICAL ADVICE OR PRESCRIPTION DRUG THERAPY RECOMMENDATIONS. RXEED.COM AND THE RXEED PARTICIPANT SERVICES CANNOT AND DO NOT CONTAIN INFORMATION ABOUT ALL MEDICAL CONDITIONS. THEY MAY NOT CONTAIN ALL INFORMATION THAT IS APPLICABLE TO YOUR PERSONAL CONDITIONS OR CIRCUMSTANCES. THE MATERIALS ARE NOT INTENDED FOR DIAGNOSIS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH A PHYSICIAN. IF YOU SUSPECT YOU MAY HAVE A MEDICAL PROBLEM, PROMPTLY SEEK THE CARE OF A PHYSICIAN OR HEALTHCARE PROVIDER. RXEED DOES NOT RECOMMEND THAT YOU USE ANY OF THE SIMILAR DRUGS LISTED IN ANY SPPC (IF ONE IS PROVIDED). THE SPPC IS PROVIDED FOR COMPARISON PURPOSES ONLY. SIMILAR DRUGS LISTED IN YOUR SPPC MAY NOT BE RIGHT FOR YOU AND ONLY YOU AND YOUR PRESCRIBER CAN MAKE THAT DECISION. YOU SHOULD CONTACT YOUR PRESCRIBER TO DETERMINE WHETHER ANY OF THE SIMILAR PRODUCTS IDENTIFIED BY RXEED IN THE SPPC ARE APPROPRIATE FOR YOUR USE. YOU MAY NOT OBTAIN ANY DRUGS LISTED IN AN SPPC WITHOUT A PRESCRIPTION.  ANY INFORMATION SUPPLIED THROUGH RXEED.COM OR THE RXEED  PARTICIPANT SERVICES, IN ANY MANNER OR MEDIUM, IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE BY RXEEDOR CREATE A PROFESSIONAL RELATIONSHIP BETWEEN RXEED AND YOU, AND DOES NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN RXEED'S NOTICE OF PRIVACY PRACTICES AND INTERNET PRIVACY AND SECURITY POLICY.
  10. Other Disclaimers. THE RXEED   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, RXEED MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING PARTICIPANT SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, RXEED 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 RXEED   SERVICES, PARTICIPANT SERVICES, OR RXEED.COM. NO ADVICE OR INFORMATION GIVEN BY ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF RXEED (collectively a "RXEED AFFILIATE") SHALL CREATE A WARRANTY OR REPRESENTATION BINDING UPON RXEED UNLESS IN WRITING SIGNED BY THE CHIEF OPERATING OFFICER OF RXEED. NO ONE ELSE IS AUTHORIZED TO MAKE ANY WARRANTY ON RXEED’S BEHALF, AND YOU CANNOT RELY ON ANY OTHER REPRESENTATION OR ASSERTED WARRANTY OR GUARANTEE.

    YOU AGREE THAT RXEED AND THE RXEED AFFILIATES ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR PERFORMANCE OF RXEED.COM, THE RXEED SERVICES, THE PARTICIPANT SERVICES OR ANY MATERIALS ON RXEED.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, RXEED.COM), OR FOR THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN RXEED.  RXEED 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. RXEED DOES NOT REPRESENT OR WARRANT THAT RXEED.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.

    RXEED.COM INCLUDES CONTENT PROVIDED BY THIRD PARTIES AND BY YOU. RXEED IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER. THESE THIRD PARTIES MAY EXPRESS CERTAIN OPINIONS OR PROVIDE CERTAIN INFORMATION AND OFFERS. RXEED   MAKES NO WARRANTIES, AND DISCLAIMS ALL LIABILITY, AS TO THE COMPLETENESS, ACCURACY, TIMELINESS, OR RELIABILITY OF BIDS, INFORMATION OR OFFERS SUPPLIED BY PARTICIPANTS AND DISTRIBUTED BY RXEED THROUGH RXEED.COM OR OTHERWISE. RXEED   DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF ANY PARTICIPANT, INCLUDING ANY SUCH PARTICIPANT'S CONFORMANCE TO ANY LAW, RULE, REGULATION, OR POLICY.

    RXEED DOES NOT WARRANT THAT INFORMATION, SERVICES, AND PRODUCTS CONTAINED IN RXEED.COM OR THE RXEED OR PARTICIPANT SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE ERROR OR DEFECT-FREE. BEFORE USING ANY RXEEDOR 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 RXEED. BY USE OF RXEED.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 RXEED.COM.
  11. Disclaimer and Limitation of Liability. RXEED AND THE RXEED 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 RXEED OR PARTICIPANT SERVICES, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE TOTAL LIABILITY OF RXEED AND THE RXEED 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 RXEED 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, RXEED AND THE RXEED AFFILIATES AND REFLECTS THE FEES, IF ANY, RXEED CHARGES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, RXEED.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.
  12. Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS RXEEDAND THE RXEEDAFFILIATES 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 RXEED.
  13. 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.
  14. Exports. You understand and agree that the Rxeed 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 Rxeed Services or Participant Services available through Rxeed.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 Rxeed.
  15. 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.
  16. 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.
  17. 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.
  18. Notice.All notices and communications concerning this Agreement shall be in writing and addressed to Rxeed as follows:

    Rxeed, LLC,

    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.
  19. 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.
  20. Links to Third Party Sites. Rxeed.com may contain links to third party websites. These links will allow you to leave Rxeed.com. The linked sites are not under the control of Rxeed, and Rxeed is not responsible for the contents of any linked site. The links are provided as a convenience, and Rxeed does not endorse, sponsor, or recommend any linked site or its contents. Rxeed is unable to verify the accuracy or completeness of third party information posted to Rxeed.com or accessible from Rxeed.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 Rxeed, or otherwise provide you or any third parties with any rights to act on Rxeed's behalf.
  21. 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.

    Rxeed reserves the right to access Participant Information and to remove any materials that do not conform to this Agreement—although Rxeed 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 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.
  22. 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.
  23. 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.
  24. 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.
  25. Refund/Return Policy. Rxeed charges are fee for service based. Users accept the fact that there will be no returns/refunds nor there will be any chargeback accepted.
  26. Pharmacies/wholesalers on Rxeed platform ( Rxeed.com) agree not to use or sell any pharmacy/consumers information obtained from Rxeed platform (Rxeed.com) for any purpose beyond finalizing transaction took place on the Rxeed platform (Rxeed.com). Any pharmacy or wholesaler who violate this agreement will face fines ($250,000 per incident) and privileges on Rxeed platform will be terminated.
  27. 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, statue, ordinance or regulation including but not limiting those regulating consumer 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, obscenities 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 in you any right of ownership or license rights in our Intellectual Property Ultimately, you agree that you will not now or in the future dispute the legitimacy of Rxeed.com’s Intellectual Property. Rxeed.com allows all registered users to gain from developments that are branded and patent-pending to Rxeed. 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 Rxeed. 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.
  28. SHIPPING DISCLAIMER/CHECKLIST:

    FROZEN/REFRIGERATED ITEMS MUST BE SHIPPED MON-THU VIA FedEx PRIORITY OVERNIGHT

    If you are shipping a frozen or refrigerated item(s), remember to:

    • Refrigerate/freeze products prior to packaging per manufacturer's guidelines.
    • Precool an expanded polystyrene (EPS) container.
    • Double bag items if shipment contains liquid or perishables that might melt or thaw.
    • Arrange items compactly, but leave space around the items for coolant/dry ice.
    • Seal properly

    FOR FedEx GROUND SHIPMENTS:

    • DO NOT use FedEx Express envelopes or packaging.
    • DO NOT use FedEx Drop Boxes.
    • MAKE SURE a sturdy box with packaging is used.

    SHIPPING AGREEMENT: Shipping items must comply with the Prescription Drug Marketing Act (PDMA), the 2013 Drug Supply Chain Security Act (DSCSA), other laws and Sellers 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, 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 Rxeed LLC (DBA Rxeed.com) shipping policy.

    DISCLAIMER: You agree to indemnify and hold Rxeed LLC (DBA Rxeed.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.

  29. Rxeed LLC prohibits the direct contact of buyers and sellers and require all communication done via Rxeed.com
  30. Rxeed rewards pharmacy owners by issuing 1 point for every $1 spent buying generic medications from wholesalers on marketplace (No rounding). Points will be deemed redeemable 90 days after transactions were completed. One time use Promo Code will be issued upon redemption request and can only be used in a Pharmacy to Pharmacy transactions. State(s) that don't have the Pharmacy to Pharmacy feature due to state regulations will be issued a check upon Rxeed Reward redemption instead of a Promo Code. Minimum 1000 points required for redemption and has to be in 1000 point increments. Each 1000 point of Rxeed Rewards equal to $5 value.
  31. Sometimes, Rxeed works with third parties that conduct marketing campaigns where you can opt into receiving materials and where you agree to provide us with your name, contact information and, in cases where you choose to provide it, your medical information. We use this information to fulfill your request for Rxeed materials and as specified by these marketing campaigns. If you receive materials you don’t want from us, please email Info@Rxeed.com and we’ll remove your contact info from our marketing lists.
  32. Pharmacies that are buying or selling products on Rxeed.com marketplace agrees to all ACH rules and regulations set by law. Both buying and selling pharmacies agree to indemnify and hold Rxeed LLC (DBA Rxeed.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 transaction and fees due including all legal fees (due to Rxeed LLC/DBA Rxeed.com) if such a case arise.
  33. Rxeed 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 Rxeed LLC, affiliates or Rxeed.com harmless) . Rxeed also allows independent pharmacies to search drug wholesalers' inventories as well as inquire within fellow independent pharmacy regarding drug availability due to shortage or back order. Rxeed LLC (DBA Rxeed.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.

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.