Trxade Terms of Use
Please read this document carefully. It contains very important information regarding your rights and obligations, including limitations and exclusions that might apply to you.
1. How this Agreement Works
1.1 Introduction. Welcome to Trxade’s online buying and selling marketplace for licensed Pharmaceutical Wholesalers to sell products and services to licensed Pharmacies. These terms and conditions apply to the solicitation, use, purchase and sale of products and services through trxade.com
(the “Site”). By selling or placing an order for such products and services, or using the Site, you agree to be bound by and accept this agreement related to the terms of use (this “Agreement” or “Terms of Use”), which is a legally binding agreement between you and Trxade, Inc., a Florida corporation, and its affiliates (hereinafter collectively referred to as “Trxade” or the “Company”) for the sale and purchase of pharmaceuticals and all other products and services provided (the “Services”). These terms and conditions are in integral part of the Site Terms of Use that apply generally to the use of our Site.
1.2 Binding Agreement. This is a binding agreement. By using the Internet site located at the Site, the Services, and any services provided in connection with the Site, you agree to abide by these Terms of Use, as they may be amended by Trxade from time to time in its sole discretion. Company will post a notice on the Site any time these Terms of Use have been changed or otherwise updated. It is your responsibility to review these Terms of Use periodically, and if at any time you find these Terms of Use unacceptable, you must immediately leave the Site and cease all use of the Service and the Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT.
1.3 Privacy Policy. Company respects your privacy and permits you to control the treatment of your personal information. A complete statement of Company’s current privacy policy can be found by clicking here Privacy Policy. Company’s privacy policy is expressly incorporated into this Agreement by this reference.
2. Trxade Services
2.1 Service Provider. Trxade is a website service that allows licensed pharmacies (“Buyers”) to find Prescription Drugs and other products to purchase from licensed wholesalers and manufacturers who want to sell/transfer their Prescription Drugs and products (“Suppliers”). Trxade charges Suppliers a maximum transaction fee of 6% of the purchase price of the Prescription Drugs and other products sold through its website service. This maximum transaction fee may change from time to time and will be reflected in these Terms of Use and other documentation as set forth in Section 7.1 accordingly.
The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs and other products, is the responsibility of the Supplier and not of Trxade. Trxade assumes no responsibility for the shipment or delivery of any products or services on our Site. Our Suppliers offer a variety of shipping options to meet the shipping needs of our Buyers, and there may be occasional delays beyond the posted order processing time. Our Suppliers are obligated to notify and send an email message notifying the Buyer of the delay.
The descriptions of products and services that are posted on our Site are the representations of our Suppliers. We are not responsible for the accuracy of such descriptions, nor are we responsible for typographical, pricing, product information, advertising, or shipping errors.
Please remember that Trxade acts as a marketplace only; we allow Buyers and Suppliers to interact. However, as specified in Section 9.1 below, at no time are Suppliers permitted to contract with Buyers directly for the provision of Prescription Drugs or other products offered on our Site in order to avoid the payment of Trxade’s transaction fee. Supplier also agrees, as set forth in Section 9.1 below, that it shall not contract with Buyers, directly or indirectly, for Prescription Drugs or other products offered on our Site while Supplier remains a registered user with Trxade and during a twelve-month period after terminating Supplier’s status as a registered user. Supplier agrees that any sales made to Buyers in violation of these provisions shall be subject to Trxade’s transaction fee. We are constantly updating and revising our offerings of products and services based on what is provided by Suppliers, and we may discontinue products or services at any time without notice. To the extent we provide information on the availability of products or services, you should not rely on such information, and we will not be liable for any lack of availability of products or services that you may order through our Site. All pricing for the products and services available on our site is subject to change.
3. How to Become a Registered User
3.1 Requirements. To be a registered user of this Site, you must agree to accept the terms and conditions of this Agreement. Use of Services is only allowable by those able to form legally binding contracts, are currently licensed as a wholesaler or pharmacy, as applicable, and by those not temporarily or indefinitely suspended from our Site.
3.2 Registration. We will not accept any request from you to buy/transfer or sell/transfer Prescription Drugs before you have registered with us. To register, you must provide your legal name, name of pharmacy, State Pharmacy License, address, phone number, an active email address and complete our standard application which constitutes acceptance of this Agreement, fees and conditions, and our privacy policy. Wholesalers and Suppliers must provide the name of wholesaler, State Wholesaler License, address, phone number, an active email address and complete our standard application which constitutes acceptance of this Agreement, fees and conditions, and our privacy policy.
3.3 User Name and Password. When you are required to open an account to use or access the Site or Service, you must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password. You may not use the account, username, or password of someone else at any time. You agree to notify Company immediately on any unauthorized use of your account, user name, or password. Company shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Company, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your account or password.
4. Posting Prescription Drugs and other Products
4.1 Pricing. A registered Wholesale user who wants to sell/transfer Prescription Drugs may post the Prescription Drugs in the Trxade marketplace. As part of the posting process, the Supplier assigns a price to the Prescription Drugs and provides information such as the name, size, pack size, pack quantity and price. Suppliers may modify any field of a posting by accessing the Suppliers Manage Listings. A Supplier who posts a product for sale on the Site must sell such products at a competitive price. Trxade reserves the right to remove listings at any time, if Trxade deems pricing is not competitive in the marketplace.
4.2 Product Listing Accuracy. It is the Supplier’s responsibility to ensure that all Supplier’s products listed on Trxade are complete and accurate in their descriptions. Orders submitted to the Supplier must be honored at the price that is listed at the time the order is submitted. Increasing a price after an order is submitted or unaccepting an order due to a price increase is cause for possible termination from Site participation.
4.3 Pricing Guaranty. Supplier must ensure prices, and any other applicable terms and conditions, that are assigned to its Prescription Drugs and other products as posted in the Trxade marketplace are, at all times, equal to or better than the prices, terms and conditions offered by Supplier to any purchaser in any other online pharmaceutical trading, clearinghouse or marketplace platform through which the Supplier participates.
4.4 Supplier Responsibility. Once a Buyer makes a purchase of Prescription Drugs or other products from a Supplier, Supplier is responsible for fulfilling the order with the exact Products that the Supplier posted. Trxade is not responsible for any errors or omissions made by the Supplier in the posting or pricing of Products and Trxade is not liable for any such errors or omissions.
4.5 Transaction Requirements. It is the user’s responsibility to comply with both federal, and individual state, laws, rules, and regulations in using the Trxade website. You agree to indemnify and hold Trxade and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by Trxade and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party or government agency that involves, relates to or concerns any of your actions or omissions of the Terms of Use and/or on this Site, including but not limited to a breach or violation of any law.
4.6 Pedigree Requirements. Upon request of the Buyer, Trxade, or any governmental regulatory agency, the Supplier is required to provide the pedigree of each item posted and sold on the Site, including but not limited to the Statement of Origin which traces the drug from the point of manufacture and contains information about all transactions that the item undergoes until it reaches the Buyer. Trxade may require that pedigree information be submitted and/or stored on the site to be accessible to Buyers in order to comply with new laws regarding pedigree in 2015.
5. Finding Prescription Drugs and placing orders.
5.1 Placing an Order. To order Prescription Drugs, a Buyer first browses the Trxade postings on the Site for Prescription Drugs that match what the Buyer is seeking. When the Buyer finds desirable Prescription Drugs, the Buyer clicks on the purchase button and confirms the purchase. Once Trxade obtains an authorization from a Buyer, the Supplier will be notified of the attempted purchase via email or EDI that a Buyer has submitted an order for the posted products at the posted price. All offers are final and, once placed by Buyer, cannot be cancelled or retracted by the Buyer. Placing an offer does not complete the sale.
In most cases the Suppliers confirms the order immediately. The Supplier is responsible for managing their products and confirming orders upon receipt during normal processing hours and shipping products per the method selected by the Buyer. As soon as an order is confirmed by the Supplier, the Supplier agrees to the sale of the product and the transaction becomes billable for the date in which the transaction occurred. The Supplier is required to acknowledge and accept the purchase immediately from receipt of the order, if such products are available.
5.2 Prescription Drug Information. Buyer should confirm all information prior to placing the order.
5.3 Supplier Information. Trxade does not guarantee any information provided by Supplier in the Prescription Drug postings process.
5.4 Substituted Prescription Drugs. Actual posted Prescription Drugs and amount must be provided to Buyer without variation. Trxade reserves the right to terminate a transaction if it deems the Prescription Drugs to be counterfeit or sample items.
6. Completing the Sale.
6.1 Confirming the Order. Once the Supplier confirms the order, it is the Supplier’s sole responsibility that the product is shipped for fulfillment of the transaction. The acceptance, fulfillment, shipment and sale of all products, goods or services as a result of any transaction presented through Trxade is solely the responsibility of the Supplier. Trxade as well as all its affiliates and / or related companies are not responsible to perform any due diligence of the Buyers or Suppliers, including but not limited to the following: regulatory, compliance, pedigree verification, proper licensing, or financial or credit worthiness on any Buyer or Supplier. All parties hereby agree that the Company shall be completely indemnified and held harmless by all parties regarding such liabilities or damages resulting from any said transactions herein.
6.2 Fill Rates. In order to maintain Buyer confidence in the availability and pricing of products posted on our site, Trxade requests that all Suppliers maintain a 97% or higher order fulfillment ratio (fill rate). Continually falling below the minimum fill rate is cause for suspension or termination from site participation.
6.3 Shipment of Prescription Drugs and Other Products. All Prescription Drugs and other products are shipped via the terms established by the Supplier and posted at the Trxade website. If Supplier is shipping a frozen or refrigerated Prescription Drug(s), the responsibility of the proper shipping method is the responsibility of the Supplier. Frozen/Refrigerated items must be shipped Monday – Thursday via Overnight shipping.
6.4 Dispute Resolution. If any Supplier or Buyer or other user of this Site is dissatisfied and/or or raises claims for damages of any kind or type of legal action, they must follow the dispute resolution provisions of this Agreement, including but not limited to restrictions and limitations of liability, and contact us via one of these methods: By email, contact customer service at customerservice@trxade.com or call toll free, 800-261-0281 or by Fax at 800-265-6932.
7. Trxade Billing and Payment
7.1 Transaction Fees. As a Supplier of the Site, you will be assessed certain fees under the terms and conditions as specified in your initial registration and in a separate document. The Supplier Fee Agreement is incorporated into these Terms of Use, and together contain a complete statement of all arrangements between Trxade and the Supplier relating to all terms, conditions and fees applicable to the Site and the services provided in connection with the Site. Transaction fees may be amended by Trxade from time to time in its sole discretion upon email notice.
8. Your Relationship with Trxade
8.1 Grant of Rights. You agree that Trxade provides an important service where pharmacies can purchase prescription pharmaceuticals and other products from wholesalers. It is the Buyer and Suppliers’ responsibility to each comply with their respective states statutes of the jurisdictions in which they sell or purchase products listed at Trxade. Trxade reserves the right to terminate any relationship, at any time, under its sole discretion.
8.2 Release. Trxade acts as a marketplace only to allow Buyers and Suppliers to interact regarding Prescription Drugs and other products and services. In all cases, the submission and confirmation of orders are transactions between Buyers and Suppliers only. The fulfillment of confirmed orders, including delivery and shipment is the responsibility of the Supplier. If you have a dispute with one or more registered users, you release Trxade and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
9. Prohibited Actions
9.1 Offline Transactions. You agree not to use the Trxade website to (a) contact other Trxade users, (b) invite contact with other Trxade users, (c) solicit sales outside of Trxade to customers initiated by Trxade. You also agree that you will not contract with other Trxade users, directly or indirectly, for Prescription Drugs or other products offered on our Site while remaining a registered user with Trxade and during a twelve-month period after terminating your status as a registered user. Trxade is not responsible for any damages or lost profits that result from Trxade users directly contacting other Trxade users or for any damages or lost profits resulting from transactions conducted outside of Trxade, including transactions that originate at Trxade and are taken offline. As a Supplier, you agree not to place any personal information on the site which would circumvent an established Trxade relationship.
9.2 Abusive Behavior. You agree not to use abusive language or behave in an abusive manner to any Trxade employee or customer.
9.3 The Sale of Narcotic Prescription Drugs. The Supplier agreesnot to post, sell/transfer and Buyers agree not to buy/transfer any scheduled Prescription Drugs on the Site unless permitted by applicable state law and with the prior permission of Trxade.
9.4 Illegal Activity. The user agrees not to use this Site for unlawful purposes or in an unlawful manner. All users agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and the selling and purchasing of Prescription Drugs. The user agrees not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose.
9.5 Double Posting and Removal of Prescription Drugs. To post a Prescription Drug for sale on the Site, you must first register with the Site and become an authorized member. Once a Prescription Drug is posted, we strongly discourage posting that Prescription Drug for sale elsewhere. We reserve the right to prohibit users from posting Prescription Drugs at Trxade if they are not able to provide the exact Prescription Drugs that were posted at Trxade.
9.6 Stolen Property and Sample Prescription Drugs. The sale of stolen property or sample Prescription Drugs on Trxade is strictly forbidden and violates state, federal and international law. Trxade strongly supports law enforcement efforts to recover stolen property or sample Prescription Drugs that is posted on the Site, and urges the prosecution of those responsible for knowingly attempting to sell/transfer such items on Trxade’s exchange. Stolen property or sample Prescription Drugs include items taken from private individuals, as well as property taken without authorization from companies or governments.
9.7 Promotional Materials. The Buyer name and address information is provided to Suppliers for the sole purpose of shipping the specific purchased products and may not be used by the Supplier for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). The Supplier agrees not to include in Buyer’s shipment to the Buyer any promotional or other commercial material that is not provided or approved by Trxade. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than Trxade, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material.
10. Consequences
10.1 Investigations. Trxade may investigate complaints and violations of any policies. You agree to cooperate fully with such investigations, including without limitation, providing Trxade with specific information regarding your right to a Prescription Drug, the source of a Prescription Drug and the acquisition of a Prescription Drug.
10.2 Violations, Termination and Suspension. We may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access, removing a posting or recommending you edit a posting, or taking legal action) if: (a) you breach this Agreement or any document it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other users, or for Trxade . You agree that payments owing to you for sales made through this Site may be suspended or delayed pending our investigation. Trxade is not obligated to remit payment for any sales if we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this Agreement.
10.3 Disclosure of Information. You agree that Trxade may report any activity that is suspected to violate any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. Trxade will cooperate to so that violators are prosecuted under the law.
11. User Representations and Warranties
11.1 Accurate Descriptions. The descriptions of products that are posted on our Site are the representation of the respective Suppliers. Trxade is not responsible for the accuracy of such descriptions, nor is Trxade responsible for typographical, pricing, product information, advertising or shipping errors. All trademarks and registered trademarks relating to products and services available on the Trxade Site are the sole property of their respective owners. For all Prescription Drugs and other products posted by the Supplier, the Supplier warrants that the descriptions of the Prescription Drugs and other products accurately detail and describe the products offered for sale. If the Supplier, at any time, delivers invalid, fraudulent, or misrepresented products, Trxade reserves the right to cancel the order and hold the Supplier liable for any and all charges or damages incurred to satisfy the Buyer. These charges may include, but are not limited to, cost of shipping or processing and administrative fees and refunds to the Buyer.
11.2 Other Information. You represent and warrant that any information provided to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit, sample, or stolen items; (d) does not infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information.
11.3 Laws and Regulations. You warrant that you will comply with all applicable local, state, federal and international laws, statutes, rules, and regulations, including the federal anti-kickback statute under 42 U.S.C. § 1320a-7b, and any applicable price reporting or other reporting obligations under state or federal laws, statutes, rules and regulations, regarding use of the Site. All Suppliers represent that they are licensed wholesalers and/or manufactures and that their use of this Site is in full compliance with all applicable laws and regulations. All Buyers represent and warrant that they are licensed pharmacies and that their use of this Site is in full compliance with all applicable laws and regulations. The prices available to Buyers from Suppliers through the Trxade website may represent a discounted price. Both Buyers and Suppliers agree that they will comply with any requirements to report or disclose such discounts to third-party payors, including federal and state healthcare programs, as may be required by law.
11.4 Indemnity. You agree to indemnify and hold Trxade and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by Trxade and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any actions or omissions on this Site, including but not limited to the breach of this Agreement, or a violation of any law or the rights of a third party.
12 Disclaimers of Warranties and Limitations of Liability.
12.1 No Warranty. Except for the express warranties stated in this Agreement, Trxade provides the software, Site, products and services on an “as is” basis and “as available” basis without any warranties of any kind. Trxade makes no warranty with respect to its software, any Prescription Drugs or other products, the services Trxade provides, or that Suppliers or Buyers will perform as promised, and Trxade expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third party rights or fitness for a particular purpose. This warranty disclaimer affects legal rights, and may have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to all Suppliers. COMPANY DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
12.2 Waiver of Consequential Damages; Liability Limit. Trxade expressly disclaims any responsibility for any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from the services or the Site, or the suspension, termination or malfunction of the services or the site. TRXADE’s LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, pharmaceutical products purchased through the site (including but not limited to prescription drugs) OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU BY COMPANY. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
12.3 Allocation of Risk. You acknowledge and agree that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk.
12.4 Change or Suspension of Site. Trxade reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that Trxade shall not be liable for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. Trxade does not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control. Trxade is never, for any reason, responsible for Prescription Drugs or other products posted on the Site.
12.5 Limitation of Liability between users of the Site. If any action commenced by or against a SUPPLIER, arising out of or related to the sale of goods by such SUPPLIER to buyer, no party will be liable to the other for any loss of profits or revenue, loss of business opportunities, or indirect, special, consequential, exemplary, punitive or consequential damages of any kind whatsoever. If buyer defaults on payment the Supplier shall have the right to exercise all rights and remedies available to such Supplier in law or in equity as a result of said default. If Supplier provides adulterated, counterfeit or products that are accepted initially by buyer, but are found later to be inferior, all rights and remedies provided in law or equity are extended to said buyer. All disputes are to be resolved between buyer and Supplier, and Trxade are at all times to be held harmless for any and all actions.
The parties hereby waive any and all rights they may have to a jury trial in connection with litigation commenced by or against the other party or Trxade affiliates and their principals. All parties participating in the exchange hold Trxade and its affiliates and principals harmless for any and all actions. The party enforcing its rights as a participant in the Trxade exchange will be responsible for any costs Trxade may incur as a result of that enforcement. Trxade will be held harmless in any manner connected with, related to or incidental to transactions between the parties, whether sounding in contract, tort or otherwise.
12.6 Affiliated Sites. Company has no control over, and no liability for any third-party websites or materials. Company works with a number of partners and affiliates whose Internet sites may be linked with the Site. Because neither Company nor the Site has control over the content and performance of these partner and affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the information provided by such sites, and Company assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in connection with your use of the Site, you may have access to content items (including, but not limited to, websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third-party content, and that, unless expressly provided otherwise, these Terms of Use shall govern your use of any and all third party content.
12.7 Tax Indemnity. You agree that Trxade is not responsible in any way for the accuracy or suitability of any payment of any taxes to any entity on your behalf. You shall indemnify and hold Trxade and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by Trxade that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of Trxade .
12.8 Regular Maintenance. The Site could be unavailable from 12am – 3am Eastern Standard Time each morning while it is being updated and modified. During this time, the Site may be temporarily unavailable. The Trxade site is updated at regular intervals. When a Supplier posts Prescription Drugs for sale on the Site, the posting may not be available for purchase until the next regularly scheduled site update. Trxade is not responsible for unsold Prescription Drugs resulting from these regular Site updates.
13. Ownership and the intellectual property rights to Site, Data and Service.
13.1 Ownership of Intellectual Property. You acknowledge and agree that (i) patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, “Intellectual Property”) are and shall remain the sole property of Trxade, and (ii) nothing in this agreement shall confer any right of ownership or license rights in our Intellectual Property, unless explicitly stated. In addition, you agree that you shall not now or in the future contest the validity of Trxade’s Intellectual Property. Trxade has right to compiled data on the TRXADE exchange to be utilized to benefit the members and/or Trxade.
13.2 Proprietary Processes. This Site allows users to invoke and benefit from processes that are proprietary to Trxade. The functions of this Website constitute the confidential trade secrets of Trxade. By availing to the benefits of the proprietary processes enabled by this Website, you and your organization agree not to reverse engineer, misappropriate, independently create, disclose, or otherwise make use of the trade secrets embodied in this Website. You agree that in any dispute relating to this provision, that the organization on whose behalf you act has the burden of proving with clear and convincing evidence that you and your organized independently possessed a particular trade secret prior to being exposed to the Site. In any dispute arising from Section 13 of this Agreement, the prevailing party shall have its expenses (including but not limited to reasonable attorney fees) paid for by the no n- prevailing party.
13.3 Use of Software. Company may make certain software available to you from the Site. If you download software from the Site, the software, including all files and images contained in or generated by the software, and accompanying data (collectively, “Software”) are deemed to be licensed to you by Company, for your personal, noncommercial, home use only. Company does not transfer either the title or the intellectual property rights to the Software, and Company retains full and complete title to the Software as well as all intellectual property rights therein. You may not sell, redistribute, or reproduce the Software, nor may you decompile, reverse-engineer, disassemble, or otherwise convert the Software to a human-perceivable form. All trademarks and logos are owned by Company or its licensors and you may not copy or use them in any manner.
13.4 User Content. You grant Company a license to use the materials (including but not limited to data and pricing information) you post to the Site or Service. By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content (“User Content”) to the Site or Service, you are granting Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a license to use User Content in connection with the operation of the Internet business of Company, its affiliates, officers, directors, employees, consultants, agents, and representatives, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content. You will not be compensated for any User Content. You agree that Company may publish or otherwise disclose your name in connection with your User Content. By posting User Content on the Site or Service, you warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.
13.5 Compliance with Intellectual Property Law. When accessing the Site or using the Service, you agree to obey the law and to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property. You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content (collectively, “Content”) in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User ID. The burden of proving that any Content does not violate any laws or third party rights rests solely with you.
13.6 Copyright Infringement. Company has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Site or with the Service. Company has adopted a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed on the rights of Company or of a third party, or otherwise violated any intellectual property laws or regulations. Company’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Company to delete, edit, or disable the material in question, you must provide Company with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material; (d) information reasonably sufficient to permit Company to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Company’s designated agent at:
Operations Director
Trxade Health, Inc.
3840 Land O’ Lakes Blvd
Land O Lakes, FL 34639
(800) 261-0281
operations@trxade.com
13.7 Alleged Violations. Company reserves the right to terminate your use of the Service and/or the Site. To ensure that Company provides a high-quality experience for you and for other users of the Site and the Service, you agree that Company or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the Site or the Service. Company does not intend to disclose the existence or occurrence of such an investigation unless required by law, but Company reserves the right to terminate your account or your access to the Site immediately, with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms of Use, furnished Company with false or misleading information, or interfered with use of the Site or the Service by others.
13.8 Prohibited Uses. Company imposes certain restrictions on your permissible use of the Site and the Service. You are prohibited from violating or attempting to violate any security features of the Site or Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Site or Service, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing;” (d) using the Site or Service to send unsolicited e-mail, including, without limitation, promotions, or advertisements for products or services; (e) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service; or (f) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company in providing the Site or Service. Any violation of system or network security may subject you to civil and/or criminal liability.
13.9 Copyright. All contents of Site or Service are: Copyright © 2015 Trxade Health, Inc. 1115 Gunn Hwy, Suite 202, Odessa, Florida 33556. All rights reserved.
14. Additional Terms that Affect our Agreement.
14.1 No Agency Relationship. You and Trxade are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor- franchisee relationship is intended or created by this Agreement.
14.2 No License. Nothing contained on the Site should be understood as granting you a license to use any of the trademarks, service marks, or logos owned by Company or by any third party.
14.3 Florida Use Only. The Site is controlled and operated by Company from its offices in the State of Florida. Company makes no representation that any of the materials or the services to which you have been given access are available or appropriate for use in other locations. Your use of or access to the Site should not be construed as Company’s purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than Florida.
14.4 Notices. Except as expressly stated otherwise, all notices to Trxade shall be sent to the email address provided on the Site at customerservice@trxade.com. Our street address is 1115 Gunn Hwy, Suite 202 Odessa, Florida 33556.
Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.
14.5 Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Pasco County, FL, U.S.A., under the then-current rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction. For such actions, you consent to the exclusive personal jurisdiction and venue of the federal and state courts in and for Pasco County, FL, U.S.A.
14.6 Miscellaneous. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Trxade, which Trxade can refuse in our sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers, users and co-brand partners are third-party beneficiaries of this Agreement. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.
14.7 Modifications. Company may, in its sole discretion and without prior notice, (a) revise these Terms of Use; (b) modify the Site and/or the Service; and (c) discontinue the Site and/or Service at any time. Company shall post any revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting. You agree to review these Terms of Use and other online policies posted on the Site periodically to be aware of any revisions. You agree that, by continuing to use or access the Site following notice of any revision, you shall abide by any such revision.
14.8. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.
Authorized Trxade Representative:
Shawn Patel
Chief Operations Officer
Trxade, Health, Inc.
