Welcome to the MEDRXMARKET LLC marketplace (the “Site”). This User Agreement (“Agreement”) sets forth the terms and conditions governing your use of the Site and the buying and selling of Prescription Drugs and related services provided by MEDRXMARKET LLC (“MEDRXMARKET,” “we,” or “us”). By registering as a user (“Member”) on this Site, you agree to comply with and be bound by this Agreement.

 1. Acceptance of Terms
By registering and using this Site, you accept this Agreement in full. MEDRXMARKET reserves the right to amend or update this Agreement at any time by posting a revised version on the Site. Your continued use following any changes constitutes acceptance of the revised terms. If you do not agree with this Agreement or any updates, do not use the Site.

 2. Services Overview
MEDRXMARKET provides a marketplace platform for registered users to engage in pharmacy-to-pharmacy (P2P) transactions, allowing Buyers to find Prescription Drugs posted by Sellers. MEDRXMARKET does not take title or possession of any Prescription Drugs. Fulfillment, including shipment and delivery, is the sole responsibility of the Seller.

 3. Membership Eligibility
To become a Member, you must be at least 18 years old, legally capable of forming binding contracts, and be a currently licensed pharmacist or pharmacy owner in good standing without pending disciplinary actions. You must maintain a business checking account for transaction purposes. MEDRXMARKET will not process any transactions prior to Member approval.

 4. Account Security
Members are responsible for maintaining the confidentiality of their account credentials and all activity under their account. Password sharing is prohibited. Members must notify MEDRXMARKET of any unauthorized use immediately.

 5. Grant of License
You grant MEDRXMARKET a perpetual, worldwide, royalty-free license to use, reproduce, modify, and display any content you provide on the Site, including your username and city, for marketing and promotional purposes. MEDRXMARKET will not distribute your personal information or payment details to unauthorized parties.

 6. Seller Obligations and Restrictions
Prohibited Content: Sellers must not post personal contact information in listings.
Traceability: Sellers must provide proof of pedigree within five business days upon request or face penalties.
Authenticity: Prescription Drugs must match their posted description exactly and comply with the Drug Supply Chain Security Act (DSCSA). Misrepresentation, substitution, or delivery of adulterated or counterfeit drugs will result in membership suspension and penalties.
No Direct Contact: Sellers may not circumvent MEDRXMARKET to sell directly to Buyers to avoid fees, nor may they sell to Buyers outside the Site while the Buyer is registered or within 12 months after terminating Seller status.
No Promotional Materials: Sellers may not include any promotional or commercial material in shipments beyond what is approved by MEDRXMARKET. Violations will incur a $1,000 penalty per instance per Buyer and may lead to immediate termination, with penalties deducted from pending credits or charged directly.
No Controlled Substances: Posting, buying, or selling controlled substances or items acquired through government discount programs (e.g., 340B) is strictly prohibited.
No Resale: Prescription Drugs purchased via the Site may not be resold within 90 days.
No Inventory Liquidation: Bulk liquidation sales related to pharmacy closure or stock clearance are prohibited.
No Sale of Recalled or Quarantined Drugs: Items recalled or quarantined by regulatory authorities may not be sold.
Restricted Drugs: No transfer of isotretinoin or clozapine-related drugs is allowed.

 7. Transactions and Payments
By purchasing, you authorize MEDRXMARKET to charge your business bank account for costs associated with the purchase, shipping, and fees. Sellers authorize deduction of fees and penalties from their settlement payments or bank accounts.

 8. Use of the Site and Prohibited Conduct
Members agree not to use the Site for unlawful purposes or to conduct transactions outside of MEDRXMARKET’s platform. Posting false information, reverse engineering the Site, interfering with its operations, or using abusive language toward MEDRXMARKET staff or other Members is prohibited and may result in suspension or termination.

 9. Fees and Inactive Accounts
MEDRXMARKET charges a fee on every completed sale and shipment. Accounts inactive for 12 months will be charged an annual inactivity fee of $100.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
No Warranty on Prescription Drugs:
MEDRXMARKET LLC makes no representations or warranties regarding the safety, effectiveness, legality, or compliance of any Prescription Drugs listed or sold through the Site. All such risks, including product quality, authenticity, or regulatory compliance, rest solely with the Buyer and Seller.
Other Information:
You represent and warrant that any information you provide to MEDRXMARKET LLC, other users, or visitors: (a) is accurate, lawful, and non-misleading; (b) involves no counterfeit, stolen, or sample items; (c) respects third-party rights; (d) complies with all applicable laws; and (e) contains no harmful code or viruses.
Laws and Regulations:
You warrant compliance with all local, state, federal, and international laws in connection with Site use and Prescription Drug transactions. MEDRXMARKET LLC reserves the right to report suspicious activities to authorities and disclaims responsibility for participation or changes in pharmacy benefit or network statuses.
No Warranty; “As Is” Basis:
Except for express warranties in this Agreement, MEDRXMARKET LLC provides the Site and Services “AS IS” and “AS AVAILABLE,” disclaiming all express or implied warranties, including merchantability, fitness for purpose, and non-infringement.
Limitation of Liability:
MEDRXMARKET LLC disclaims liability for lost profits, incidental, special, consequential, or punitive damages, including those from regulatory actions or investigations. Liability is limited to the lesser of $100 or the total value of Prescription Drugs bought or sold via the Site within 30 days prior to the claim.
Force Majeure:
MEDRXMARKET LLC is not liable for delays or failures due to causes beyond reasonable control, including natural disasters, terrorism, government actions, cyberattacks, or outages.
User Content and Conduct Disclaimer:
MEDRXMARKET LLC does not guarantee or endorse user content accuracy or legality and is not liable for misconduct or unlawful actions by users.

 10. Indemnification
You agree to indemnify and hold harmless MEDRXMARKET LLC and its affiliates, officers, and employees from any claims, liabilities, losses, or expenses arising from your use of the Site or violation of this Agreement, including negligence or illegal conduct.

 11. Investigations and Cooperation
You agree to cooperate with investigations regarding complaints or policy violations, providing requested information promptly.

 12. Violations, Termination, and Suspension
MEDRXMARKET LLC reserves the right to suspend, terminate, or restrict access and withhold payments during investigations or if violations occur.

 13. Disclosure of Information
MEDRXMARKET LLC may report suspected illegal activity to authorities and will cooperate with legal and regulatory inquiries.

 14. Adjustments
MEDRXMARKET LLC may withhold or charge amounts owed for cancellations, fraud, misrepresentation, late shipments, or other violations.

 15. Ownership and Intellectual Property
All intellectual property rights in the Site and its content belong solely to MEDRXMARKET LLC. You may not reproduce, reverse engineer, or challenge these rights.

 16. Governing Law and Arbitration
This Agreement is governed by Michigan law. Except for intellectual property disputes, all controversies will be resolved by binding arbitration in Oakland County, Michigan.

 17. Miscellaneous
This Agreement is the entire understanding between you and MEDRXMARKET LLC. Amendments require written consent. You may not assign your rights without MEDRXMARKET LLC’s permission.

 18. Contact and Notices
All notices to MEDRXMARKET LLC shall be sent to compliance@medrxmarket.com. Notices to you will be sent to your registered email.
Authorized Representative
By agreeing to this User Agreement, you affirm you are authorized to bind your pharmacy or business entity to these terms.