User Agreement
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| 1) How this agreement works | 1.1 Introduction. Welcome to MatchRX’s online buying and selling marketplace (the “Site”). This User Agreement (“Agreement”) lists the terms of the agreement between you and MatchRX, Inc. for the buying and selling of Prescription Drugs and all other services that we provide (the “Services”). By completing the registration process, you agree to accept the terms and conditions of this Agreement and to become a registered user of this Site. 1.2 Modification. If we change this Agreement, we shall post a revised version of the Agreement here, which shall automatically replace the terms of this Agreement. Continued use of the Site and the Services following MatchRX’s posting of a revised Agreement will constitute your acceptance of the revised Agreement. If you do not agree with the terms of this Agreement or any revised version of this Agreement, do not continue to use the Services or this Site.
1.3 Additional Policy. This Agreement incorporates the Privacy Policy also found on this Site: |
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| 2) Who we are and what we do | 2.1 Service Provider. MatchRX is a website service that allows registered users who want to buy/transfer Prescription Drugs (“Buyers”) to find Prescription Drugs to purchase from registered users who want to sell/transfer their Prescription Drugs (“Sellers”). The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs, is the responsibility of the Seller. Please remember that MatchRX acts as a marketplace only to allow Buyers and Sellers to interact regarding Prescription Drugs, we do not take title or possession of Prescription Drugs. |
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| 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, and you must have a checking account (see Section 5.2 below for further details). You may only use the Services if you are able to form legally binding contracts, are over the age of 18, are a currently licensed pharmacist, pharmacy owner, and are not temporarily or indefinitely suspended from our Site. If you do not qualify, please do not use or try to use the Services. 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 of pharmacy, State License number, DEA number, current name, address, phone number, an active email address, a signed ACH form, and a valid bank account and routing number. 3.3 Email Address and Password. You will need an email address and password to access the Site and use the Services. You are solely responsible for maintaining the security of your email address and password and for all activity that occurs under your email address and password. You should not disclose your password to any other person. You will be assigned a password once you are an accepted member of the Site. We recommend you change your assigned password. |
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| 4) Posting Prescription Drugs as a Seller. |
4.1 Posting Process. A registered user who wants to sell/transfer Prescription Drugs may post the Prescription Drugs in the MatchRX marketplace. As part of the posting process, the Seller assigns a price to the Prescription Drugs and provides information such as the name, size, pack size, pack quantity, condition of packet, and price in accordance with the process outlined in the Seller’s section. Sellers may modify any field of a posting by accessing the Manage Account section. 4.2 Fixed Price and Declining Price Formats. A Seller who posts a Prescription Drug(s) for sale on the Site must sell/transfer such Prescription Drug(s) at a minimum discount of 10% below the prevailing Wholesale Actual Cost (WAC), when the WAC pricing is not available, the Seller must post the Prescription Drug(s) at a minimum discount of 25% below the current Average Average Wholesale Price (AAWP) per unit. AAWP discounts may not apply to generic drug posting. Pricing may vary. If a Seller posts a Prescription Drug(s) at a price outside of the parameters, an error message will notify them of the proper pricing method. A Seller who posts a Prescription Drug (or Prescription Drugs) for sale on the Site may choose to sell/transfer such Prescription Drug in one of two formats: (i) fixed price or (ii) declining price.
4.3 Seller Responsibility. Once a Buyer makes a purchase of Prescription Drugs from a Seller, Seller is responsible for fulfilling the order with the exact Prescription Drugs that the Seller posted. The Seller may be charged a nuisance fee if Seller posts Prescription Drugs for sale and is unable to produce the exact Prescription Drugs the Seller posted. The nuisance fee is equal to the greater of 10% of the order amount or $25. MatchRX is not responsible for any errors made by the Seller in the posting or pricing of Prescription Drugs and is not liable for any such errors. 4.4 Transaction Limitations. A Buyer may purchase a maximum of $10,000 of Prescription Drugs during any transaction period (generally 7 business days). Upon completion of the transactions, Buyer may continue to purchase other Prescription Drugs on MatchRX. A Seller is allowed to sell/transfer a maximum of 5% of their individual pharmacy’s annual sales in any calendar year without a wholesale license in the state(s) of sale. It is the Seller’s responsibility to apply its individual state’s laws, rules, and regulations in using the MatchRX website. You agree to indemnify and hold MatchRX 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 MatchRX 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 on this Site, including but not limited to your breach of your violation of any law. 4.5 Pedigree Requirements. Upon request of the Buyer, MatchRX, or any governmental regulatory agency, the Seller 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 transaction that the item undergoes until it reaches the Buyer. |
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| 5) Finding Prescription Drugs and placing orders as a Buyer. |
5.1 Placing an Order for Transfer. To order Prescription Drugs, a Buyer first browses the MatchRX postings for Prescription Drugs that match what the Buyer is seeking. When the Buyer finds desirable Prescription Drugs, the Buyer clicks on the view details button and confirms the purchase. MatchRX will debit the Buyer’s account at the time the Seller confirms the availability of the Prescription Drug. All offers are final and, once placed, cannot be cancelled or retracted. Placing an offer does not complete the sale.Sellers have two (2) business days to receive notification of an order and confirm delivery. The sale is complete when the Buyer receives the order and does not dispute the delivery within two (2) business days of receipt. After two (2) business days of Buyer’s receipt of order and no dispute of order, MatchRX will credit the Seller’s account the sale price less fees, shipping and handling charges (when applicable) and any other charges. If Seller cannot produce the exact item(s) posted within two (2) business days, MatchRX may charge the Seller the greater of $25 or 10% of the purchase price.5.2 Bank Account Authorization. The Buyer’s account is charged when Buyer places order and Seller confirms availability of the Prescription Drug. MatchRX obtains an authorization from the Buyer’s bank account for the full order amount, which equals the total Prescription Drug price, shipping and handling charges, any other applicable charges. When ordering Prescription Drugs, an authorization is sent to the Buyer’s bank account via Automated Clearing House (ACH) for each purchase the Buyer places. Please contact your financial institution to better understand their policies on such matters. In all cases, MatchRX is not responsible for any bank fees. A $25 fee will be accessed by MatchRX for every NSF occurrence. Multiple NSF transactions may result in temporary or permanent suspension from the marketplace. Member is required to provide MatchRX with notice of a change in bank accounts equal to five business days prior to such change in order to allow for ACH authorization.
5.3 Prescription Drug Information. Buyer should confirm all information prior to placing the order. 5.4 Seller Comments. MatchRX does not guarantee any information provided by Sellers in the Seller Comments area of Prescription Drug postings. 5.5 Substituted Prescription Drugs. Prescription Drugs posted are a representation of actual Prescription Drugs available from Seller. Prescription Drugs may not be substituted with comparable Prescription Drugs. Actual posted Prescription Drugs and amount must be provided to Buyer without variation. MatchRX reserves the right to terminate a transaction if it deems the Prescription Drugs to be counterfeit or sample items. |
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| 6) Notifying the Seller of the order. | 6.1 Notification. Once we obtain an authorization from a Buyer, we notify the Seller of the sale via email that a Buyer has purchased the posted Prescription Drugs at the posted price and is willing to pay the shipping or handling charges (when applicable) that we have calculated for the Prescription Drug sale. At this time, MatchRX verifies the authenticity of the order and reserves the right to cancel any order that it identifies as fraudulent.6.2 Seller’s Confirmation. In most cases the Seller confirms the order within 24 hours using our automated online confirmation process. If the Seller has not confirmed the order within 24 hours, MatchRX will contact the Seller directly to confirm the availability of the Prescription Drug. Upon filling the order, the Seller will execute a packing checklist confirming the Prescription Drug being shipped is identical to the posting including, but not limited to, name of Prescription Drug, quality, quantity, and size. In all cases, if the Seller does not ship the Prescription Drugs on or before the expected ship date to Buyer, MatchRX reserves the right to cancel the order at any time and charge the Seller the greater of 10% of the order amount or $25. |
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| 7) Completing the sale. | 7.1 Bank Account Charge. Once the Seller confirms the order, we charge the Buyer’s bank account for the total sale price, any processing fees, and the shipping and handling charges, if any. At no time do we provide the Buyer’s bank account information to the Seller. The bank account is placed in the MatchRX pending account, and the Seller is compensated for the sale according to the payment policy. Upon receipt of the Prescription Drug(s) by Buyer (no later than two (2) business days after receipt of Prescription Drugs(s)), MatchRX will disburse the sale price less fees and other related charges to Seller via direct deposit to Seller’s posted bank account through the Automated Clearing House (ACH). We strive to complete a sale within seven (7) business days but factors such as Seller’s fulfillment of the order and shipping method chosen can expedite the process.7.2 Order Fulfillment. Below are the responsibilities of the Buyers and Sellers Seller responsibilities:
Buyer responsibilities:
Scenario Seller Buyer Payer Seller Dispute: If a Seller drops off a shipment and the package does not appear in the FedEx tracking system, customer service will contact the Seller and FedEx to help track the package. Please remember that MatchRX acts as a marketplace only to allow Buyers and Sellers to interact regarding Prescription Drugs. We do not take possession of Prescription Drugs. Seller and Buyer will receive a shipping number to allow tracking of the shipment once sent by Seller. MatchRX provides free pick up services (member pays for shipping only) for FedEx 2-Day and FedEx Overnight services by clicking on the “Pick Up” button when completing a sale. FedEx ground shipments may be dropped off at an authorized drop off center. MatchRX provides locations to all drop off centers in the vicinity of the member’s pharmacy. All FedEx ground shipments picked up or dropped off are subject to a $2.50 FedEx per package charge. The FedEx ground pick up fee also applies to orders picked up by a FedEx ground courier dropping off a separate shipment to you. You may not drop off a FedEx ground shipment to a FedEx 2-Day Express or FedEx Overnight drop box. Orders must be dropped off at an authorized FedEx Ground drop off location. Ground pickup requests can be scheduled for the next two (2) business days. You can schedule a pickup on Sunday or a holiday for the next business day. Express pickup time must be at least two (2) hours before your pharmacy close time. If you need to schedule a pickup for both FedEx Express and FedEx Ground packages, you are required to schedule one pickup for each of the carriers individually. Frozen/Refrigerated items must be shipped Monday – Thursday via FedEx Overnight Priority Mail®. 7.3 Dispute Resolution. If a Buyer or Seller is dissatisfied, they must follow the rules for dispute resolution set forth: Buyer Dispute: If a Buyer receives a quantity that does not match the count they ordered, MatchRX may credit the Buyer for any difference subject to Buyer’s approval. If a Seller did not post correct information or if the Prescription Drugs delivered are not as described in their posting, the Seller will be charged. Charges will include shipping on the Seller’s side. They may also be charged the greater of 10% of the order or $25.00. If a situation cannot be resolved, customer service will direct you to our Dispute Resolution Department. MatchRX will do it’s best to resolve disputes. You agree to adhere to any decision MatchRX rules on regarding all Dispute Resolutions. MatchRX reserves the right to terminate membership at any time. For more information, contact customer service at customerservice@MatchRX.com. You can also call 248-971-0909, toll free, 877-590-0808 or by fax 248-971-0910. 7.4 Alabama Pharmacies. A seller to all Alabama Pharmacies will need to provide a copy of their pharmacy license along with the statement of origin from the selling pharmacy’s wholesaler or manufacturer for each item. MatchRX will provide a notice on the Seller’s confirmation page informing sellers of this requirement when confirming a sale to an Alabama pharmacy. Seller warrants that products sold to an Alabama pharmacy have been purchased from a wholesaler or manufacturer licensed in the state of Alabama. You agree to indemnify and hold MatchRX 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 MatchRX 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 on this Site, including but not limited to your breach of your violation of any law. |
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| 8 ) Your relationship with MatchRX. | 8.1 Permission. As a Buyer, you grant MatchRX permission to charge your bank account for the purchase of Prescription Drug(s), shipping, processing and other related charges. As a Seller, you grant MatchRX permission to charge your bank account if you, at any time, fail to deliver the Prescription Drugs you’ve posted or deliver invalid, fraudulent, counterfeit, or misrepresented Prescription Drugs a nuisance fee of the greater of 10% of the order costs or $25 and any other costs related to such actions by the Seller.8.2 Grant of License. You grant MatchRX a perpetual, non-exclusive, transferable, worldwide, irrevocable, royalty-free right to exercise publicity, database, trademark and copyright rights, including the right to reproduce, modify, adapt, publish and display on the Site and on the sites of our partners and affiliated companies, any public content you may provide to MatchRX in connection with your use of MatchRX and its Services. You agree that MatchRX shall be permitted to use your name or user ID, home city and other ancillary information (for example, the number of years you have been a MatchRX user) in connection with the content in conjunction with MatchRX’s marketing, promotion and publicity efforts in any media known now or in the future. MatchRX will not sell/transfer or distribute your personal information, including your mailing address, phone/fax number(s), or e-mail address to any party not involved in the use of the Site. MatchRX will not share your bank account information to any entity.
8.3 Release. MatchRX acts as a marketplace only to allow Buyers and Sellers to interact regarding Prescription Drugs. In all cases, the submission and confirmation of orders are transactions between Buyers and Sellers only. The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs, is the responsibility of the Seller. If you have a dispute with one or more registered users, you release MatchRX 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. |
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| 9) Things we don’t allow. | 9.1 Offline Transactions. You agree not to use the MatchRX website to (a) contact other MatchRX users, (b) invite contact with other MatchRX users, (c) solicit sales outside of MatchRX, or (d) initiate or engage in transactions (either purchases or sales) outside of MatchRX. MatchRX is not responsible for any damages or lost profits that result from MatchRX users directly contacting other MatchRX users or for any damages or lost profits resulting from transactions conducted outside of MatchRX, including transactions that originate at MatchRX and are taken offline. 9.2 Personal Information in Seller Comments. As a Seller, you agree not to place any personal information (including, but not limited to, addresses, phone numbers, or email addresses) in the Seller Comments area of Prescription Drug postings.
9.3 Abusive Behavior. You agree not to use abusive language or behave in an abusive manner to any MatchRX employee or customer. 9.4 The Sale of Narcotic Prescription Drugs. You agree not to post, sell/transfer or buy/transfer any narcotic Prescription Drugs on the site. Such violation will result in the temporary or permanent dismissal from the Site. 9.5 No transfer of isotretinoin or clozapine prescription drugs: MatchRX forbids the transfer of any isotretinioin and/or clozapine related chemicals. Which include any related items from manufactures who may require restrictions on transfer from pharmacy to pharmacy (i.e. iPledge Program, Zyprexa Relprevv Patient Care Program). 9.6 Illegal Activity. You agree not to use this Site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and the selling of Prescription Drugs. You agree not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized bank account. You agree not to copy, modify, or distribute any content from the Site, including MatchRX’s copyrights and trademarks, and/or link to the Site without MatchRX’s prior written permission. 9.7 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. Except as provided herein, you agree not to promote the sale of Prescription Drugs through any site other than MatchRX without express permission from MatchRX. We reserve the right to prohibit users from posting Prescription Drugs at MatchRX if they are not able to provide the exact Prescription Drugs that were posted at MatchRX. If you, at any time, fail to deliver the Prescription Drugs you’ve posted or deliver invalid, fraudulent, or misrepresented Prescription Drugs, MatchRX reserves the right to cancel the order, return the Prescription Drugs to you, and charge you the greater of 10% of the cost of the order or $25. 9.8 Stolen Property and Sample Prescription Drugs. The sale of stolen property or sample Prescription Drugs on MatchRX is strictly forbidden, and violates state, federal and international law. MatchRX 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 MatchRX. Stolen property or sample Prescription Drugs include items taken from private individuals, as well as property taken without authorization from companies or governments. 9.9 Promotional Materials. The Buyer name and address information is provided to Sellers for the sole purpose of shipping the specific purchased Prescription Drug(s) and may not be used by the Seller for any other purpose, either in connection with such shipment(s) or separately from such shipment(s). If you are a Seller, you agree not to include in your shipment to the Buyer any promotional or other commercial material that is not provided or approved by MatchRX. This includes, without limitation, material that announces a website or invites the Buyer to visit a website other than MatchRX, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. You agree not to separately contact the Buyer at any time for any reason. 9.10 No Resale of Prescription Drugs: MatchRX forbids the resale of Prescription Drugs previously purchased on the Site to any other pharmacist. |
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| 10) Consequences. | 10.1 Investigations. We may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a Prescription Drug, the source of a Prescription Drug, your acquisition of a Prescription Drug, and the price you paid for 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) 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 MatchRX. You agree that payments owing to you for sales made through this Site may be suspended or delayed pending our investigation. MatchRX is not obligated to pay you 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 MatchRX may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. MatchRX will cooperate to ensure that violators are prosecuted to the fullest extent of the law 10.4 Making Adjustments. You authorize us to withhold payment or charge your bank account any amount you owe us if (a) a sale is cancelled for any reason; (b) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (c) you are not able to produce the exact Prescription Drugs that you posted on the Site; (d) you deliver incorrect or misrepresented Prescription Drugs for any order or portion of an order, (e) you fail to ship Prescription Drugs by the expected ship date you provided without notifying MatchRX in advance or (g) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us. |
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| 11) Warrants. | 11.1 Accurate Descriptions. For all Prescription Drugs you post as the Seller, you warrant that your descriptions of the Prescription Drugs accurately detail and describe the Prescription Drugs offered for sale. If you, at any time, deliver invalid, fraudulent, or misrepresented Prescription Drugs, MatchRX reserves the right to cancel the order, return the Prescription Drugs to you, and hold you liable for any and all charges we incur to satisfy the Buyer. These charges may include, but are not limited to, cost of shipping or handling charges, and refunds to the Buyer.11.2 Other Information. You represent and warrant that any information you provide 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 and regulations regarding use of the Site and selling value of the Prescription Drugs. MatchRX does not monitor, obtain, nor have any knowledge of the face value of Prescription Drugs posted on the Site. 11.4 Indemnity. You agree to indemnify and hold MatchRX 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 MatchRX 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 of your actions or omissions on this Site, including but not limited to your breach of this Agreement, or your violation of any law or the rights of a third party. |
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| 12) Disclaimers of warranties and limitations of liability. |
12.1 No Warranty. Except for the express warranties stated in this Agreement, MatchRX provides the software, Site and services on an “as is” basis and “as available” basis without any warranties of any kind. MatchRX makes no warranty with respect to its software, any Prescription Drugs, the services MatchRX provides, or that Sellers or Buyers will perform as promised, and MatchRX 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 your legal rights, and you may also 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 you.12.2 Waiver of Consequential Damages; Liability Limit. MatchRX 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. MatchRX’s liability to you or anyone else in any circumstance is limited to the lesser of (a) $100, and (b) the total dollar amount of all Prescription Drugs and other items you bought and/or sold via MatchRX in the 30 days prior to the action allegedly giving rise to liability.
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 Tax Indemnity. You agree that MatchRX 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 MatchRX 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 MatchRX 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 MatchRX. 12.5 Change or Suspension of Site. MatchRX 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 we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. We do 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. MatchRX is never, for any reason, responsible for Prescription Drugs posted on the Site that do not sell, including Prescription Drugs that remain unsold during a site outage. 12.6 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 MatchRX Site is updated at regular intervals. When a Seller posts Prescription Drugs for sale on the Site, the posting may not be available for purchase until the next regularly scheduled site update. MatchRX is not responsible for unsold Prescription Drugs resulting from these regular Site updates. |
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| 13) We own the intellectual property rights to our Site and Service. |
13.1 Ownership of Intellectual Property. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, “Intellectual Property”) are and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of MatchRX’s Intellectual Property13.2 Copyright. Copyright (c) 2009, MatchRX. The software and the Site, including without limitation all text, graphics, logos, buttons, icons, images, audio clips, and computer programs, are the property of MatchRX or its suppliers, and are protected by U.S. and international copyright, trademark and other laws. The compilation of all content on the Site is the exclusive property of MatchRX and protected by U.S. and international copyright law. Any unauthorized reproduction, modification, distribution, transmission, republication, display, or performance of the software or the content on the Site is strictly prohibited. 13.3 Proprietary Processes. This Site allows users to invoke and benefit from processes that are proprietary to MatchRX. The functionality of this website is subject to a pending patent application that is not currently accessible to the public. Until the USPTO issues a patent covering the business methods enabled by this Website, the functions of this Website constitute the confidential trade secrets of MatchRX. By availing yourself and your organization 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 you and the organization on whose behalf you act have 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 non-prevailing party. |
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| 14) Additional terms that affect our agreement. |
14.1 No Agency. You and MatchRX are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.14.2 Notices. Except as expressly stated otherwise, all notices to MatchRX shall be sent to the email addresses provided on the Site at customerservice@MatchRX.com. Our street address is 210 E. Third St. Suite 100, Royal Oak, MI 48067. 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.
14.3 Governing Law; Arbitration. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan, 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 Oakland County, MI, 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 Oakland County, MI, U.S.A. 14.4 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 MatchRX, which we 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 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. 14.5 Authorized Representative. By submittal and agreement of the terms and conditions of this User Agreement, you warrant you are an owner and/or authorized member of ownership and may legally bind the ownership to the terms and conditions stated in this User Agreement. |
