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

MedmartRx may make changes to this Agreement, or any policies governing use of the Website and related services, at any time at its discretion. Such changes shall be retroactively effective and will govern your use of the Website both before and after the changes are made. MedmartRx encourages you to review this Agreement regularly, as your continued access or use of the Website shall be deemed acceptance of these changes, including any retroactive modifications. You should print a copy of this and future Agreements for your reference.

You accept that MedmartRx LLC DBA MedmartRx.com website and its services, including all content, software, functions, materials, and information made available on or provided in connection with the services are provided "as-is" and "as available" without any warranties from us whatsoever. You accept that you use this Website and its Services at your own risk. We expressly disclaim, without limitation, any representations or warranties regarding this Agreement, the services, prescription drugs, or the transactions under this Agreement, any and all express, statutory, implied warranties of Merchantability, Non-Infringement of Third Party right, or Fitness for a Particular Purpose. We also disclaim any and all implied warranties arising out of the course of dealings, performance of Members, or usage of trade as well as any obligation, claim, right, remedy in tort, or liability even if arising from our negligence.

We do not guarantee whatsoever that this Website's Services meet your requirements or that this Website will be in working order by being available, timely, secure, uninterrupted, or free of error at all times. We reserve the right to modify, discontinue, suspend, or deny access to the Website or any part of it with or without notice at any time. You agree that we will not be liable for any reason to you or any third party for the same or for any of your postings or prescription drugs that do not sell or remain unsold.

We disclaim the above to the fullest extent permissible under applicable law for any claim, damage, cause of action, tort, or any other right of contribution or claim for injunctive relief from the operation of this Website or its Services, whether known or unknown, actual or inchoate, contingent or liquidated.

Release. We are not involved in transactions between Buyers and Sellers or other dealings. Therefore, in the event of a dispute between the parties, each party agrees to release MedmartRx LLC (DBA MedmartRx.com) administrators, executors, representatives, agents, attorneys, assigns and all others claiming by or through him or them from claims, demands, and damages of any kind arising out of or in connection with the dispute.

This Agreement is a contract between you and MedmartRx and incorporates MedmartRx'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 MedmartRx at MedmartRx, LLC, Attn: Legal, support@medmartrx.com.

MedmartRx Services

MedmartRx operates as a marketplace that facilitates connections between businesses and does not function as a wholesaler. 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, MedmartRx manages the functional and technical operations required to maintain and support the Website (the "MedmartRx Services"). Although the Website may be referred to as an online pharmaceutical marketplace, MedmartRx is not an auctioneer or a clearinghouse and does not sell Participant Services. Because it does not sell Participant Services, MedmartRx 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. MedmartRx cannot ensure that a Participant will actually complete a transaction. You are responsible for accurately entering your information into MedmartRx.com. MedmartRx will not review such information as a part of the MedmartRx Services. Information submitted by you or generated from transactions through the Website (absent any personally identifiable information) will be available on the MedmartRx 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. MedmartRx may provide additional MedmartRx Services such as Similar Product Pricing Comparison ("SPPC") services. Any MedmartRx Services that you order from MedmartRx.com for which MedmartRx charges fees shall be paid for by you with valid funds at the time you place your order. MedmartRx may, at its sole discretion, delete or change some or all of the MedmartRx 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 MedmartRx.com or otherwise.

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 MedmartRx. Unless otherwise prohibited by applicable law, you release MedmartRx 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 MedmartRx 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. MedmartRx 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 MedmartRx in the cancelled transaction shall be your sole remedy.

Registration

To use or purchase any MedmartRx Services or Participant Services, you must be a Participant of MedmartRx.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 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"). MedmartRx does not allow for the use of P.O. Boxes (or similar address types that are not associated directly with a place of business) as a form of a valid address. The Qualified Member certifies that they are authorized under all applicable laws to disclose and provide accurate information to MedmartRx. The Qualified Member further authorizes MedmartRx to use the personal information in connection with the Website and the provision of MedmartRx and Participant Services subject to the terms of this Agreement. If you do not qualify to be a Participant, please do not use MedmartRx.com.

By becoming a Participant and by accessing any portion of MedmartRx.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 MedmartRx 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 MedmartRx.

Participant Information

You agree to provide information reasonably requested by MedmartRx related to registration, the MedmartRx Services or Participant Services, and by becoming a Participant, you certify that all information you provide to MedmartRx ("Participant Information"), whether through the registration process or otherwise will be true, accurate, current, and complete. You will indemnify and hold MedmartRx 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 MedmartRx 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. MedmartRx respects the privacy of Participant Information. Please review MedmartRx's Notice of Privacy Policy and Internet Privacy and Security Policy for more information regarding MedmartRx's policies and procedures for protection, disclosure and use of Participant Information. Subject to the privacy protections contained in the above referenced policy, MedmartRx 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 MedmartRx Services.

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 MedmartRx and other MedmartRx.com users. You agree to immediately notify MedmartRx 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 MedmartRx for any purpose. You agree not to attempt to access, delete, or modify the data or the account of another Participant.

Fees

Fees: There may be a charge, payable directly to MedmartRx, to become a Participant of MedmartRx.com. Participants must also accept and acknowledge the Commercial Use Agreement with MedmartRx and pay charges in accordance with the terms of that agreement. Additionally, MedmartRx may impose additional charges at its discretion without prior notice. MedmartRx reserves the right to impose further charges as deemed necessary, without prior notice or limits on the amount of these charges.

Other Services Fees and Taxes: You are responsible for promptly paying all fees and charges (the "Fees") associated with your use or purchase of MedmartRx 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 MedmartRx's net income) related to the MedmartRx Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase. Fees and Taxes for using the MedmartRx Services will be identified in subsequent changes to MedmartRx.com and shall be effective immediately when posted. All Fees and Taxes are payable in U.S. dollars.

Penalties: Participants will be subject to a penalty of $100,000.00 if they try to capture information from MedmartRx.com and use such information for purposes other than finalizing orders. Independent pharmacies and Healthcare providers that are participants of MedmartRx shall be subject to a fine of $250,000.00 if MedmartRx determines that you routinely access the website to monitor pricing of pharmaceuticals for the benefit of non-participating pharmacies.

Restrictions on Use of MedmartRx Intellectual Property, Website, and MedmartRx Services

MedmartRx or its content providers own all of the content, materials, and other intellectual property related to MedmartRx.com and MedmartRx 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 MedmartRx.com and MedmartRx Services are registered and/or protected by U.S. and international copyright, trademark, and other laws. Your license to use MedmartRx.com and MedmartRx Services includes the limited right to view, bookmark, download and print, for your noncommercial, personal use and information only, (unless MedmartRx has authorized commercial uses in a separate agreement with you), those pages of MedmartRx.com that interest you, subject to any other terms and conditions of use and/or payment in this Agreement or on MedmartRx.com.

You agree that you will not:

• Use MedmartRx.com or the MedmartRx 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;
• Copy (except as set forth above for noncommercial personal use or a separate commercial agreement with MedmartRx), modify, distribute, create any derivative or compilation work from, or display the Materials or any other content from MedmartRx.com or the MedmartRx Services or redeliver such content using framing or similar technology;
• Use any device designed to provide repeated automated access to MedmartRx.com or MedmartRx Services other than those made generally available by MedmartRx;
• Include "MedmartRx," or any other MedmartRx trademarked materials, the name of any MedmartRx 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;
• Collect, harvest, or store personal data about other users of MedmartRx.com or the MedmartRx Services;
• Upload, e-mail, or otherwise transmit any sexually-explicit or pornographic content, unauthorized advertising, "junk mail," "spam," "chain letters," "pyramid schemes," or material containing viruses, Trojan horses, worms, or other malicious code;
• Use MedmartRx.com or the MedmartRx Services to advertise or perform any commercial solicitation unless authorized in a separate commercial agreement;
• Post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, or profane material;
• Use any robot, spider, scraper, or any other automated means to access MedmartRx.com without express written permission;
• Take any action that imposes an unreasonable or disproportionately large load on the MedmartRx infrastructure;
• Interfere or attempt to interfere with the proper working of MedmartRx.com;
• Bypass measures used by MedmartRx to prevent or restrict access to MedmartRx.com, or attempt to probe, scan or test the vulnerability of the system without proper written authorization.

MedmartRx 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.

Fraud, Manipulation and Termination

You may not manipulate the price or any other information associated with an order provided by a Participant for any Participant Service. Without limiting any other available rights or remedies, MedmartRx may suspend or terminate your license and use of MedmartRx.com. If MedmartRx, at its sole discretion, reasonably suspects that you have violated any provisions of this Agreement or engaged in improper, dishonest, or fraudulent activity in connection with MedmartRx.com or the MedmartRx Services, your account membership will be terminated. If any member suspects criminal or counterfeit activity on the marketplace, please report it to the FDA Office of Criminal Investigations according to their website's guidelines, as well as to a MedmartRx Administrator via support@medmartrx.com with a description of the matter. If your account is suspended or terminated because MedmartRx suspects that you have violated any provision of this Agreement or engaged in improper, dishonest, or fraudulent activity, you will not be entitled to any refund for services you have paid for or credits due. MedmartRx specifically reserves the right to reject any orders it believes to be fraudulent, dishonest, or illegally submitted, and you will not be refunded for any payment made to or due from MedmartRx for such orders. Additionally, MedmartRx may impose a penalty of up to $1,000,000.00 on any user involved in such activities.

Other Disclaimers

THE MEDMARTRX 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, MEDMARTRX MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING PARTICIPANT SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MEDMARTRX 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 MEDMARTRX SERVICES, PARTICIPANT SERVICES, OR MEDMARTRX.COM.

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

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

WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ANY LOST PROFITS OR SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, INDIRECT AND SPECIAL DAMAGES THAT MAY RESULT FROM THE SERVICES OF THIS WEBSITE, THE TERMINATION OR SUSPENSION OF YOUR MEMBERSHIP, OR MALFUNCTION OR INTERRUPTION OF THE SERVICES OR WEBSITE FOR MAINTENANCE OR OTHERWISE.

WE WILL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT THAT INCLUDES NEGLIGENCE, PRODUCT LIABILITY, OR ANY OTHER THEORY, OR OTHERWISE TO YOU OR ANY THIRD PARTY FOR DAMAGES, RECOVERY, COST TO COVER, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES FOR ANY DAMAGES UNDER THIS AGREEMENT. WE WILL NOT BE LIABLE FOR LOST PROFITS, REVENUE, BUSINESS, DATA, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED TO THIS AGREEMENT, WHETHER FORESEEABLE, KNOWN, OR UNKNOWN TO US.

THIS LIMITATION OF LIABILITY WILL EXTEND TO DAMAGES RESULTING FROM INVESTIGATIONS, REGULATORY INQUIRIES, LOSS OF REGULATORY APPROVALS AND/OR LICENSES, AND ANY OTHER CLAIM, SUBPOENA, INVESTIGATION, PROCEEDING, OR OTHER CAUSE BROUGHT BY ANY GOVERNMENT AGENCY, COURT, OFFICE, OR AGENT. MEDMARTRX RESERVES THE RIGHT TO INFORM ITS MEMBERS ABOUT ANY INVESTIGATION OR REGULATOR REQUEST IN FULL DETAIL.

User/Member agrees to provide any requested documents (via email) within 48 hours of any request. Failure to comply within this time frame will result in penalties, including account termination and loss of credits due.

Disclaimer and Limitation of Liability

MEDMARTRX AND THE MEDMARTRX 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 MEDMARTRX OR PARTICIPANT SERVICES. IN NO EVENT SHALL THE TOTAL LIABILITY OF MEDMARTRX AND THE MEDMARTRX 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 MEDMARTRX 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. ANY CLAIM BY YOU NOT FILED IN ARBITRATION WITHIN ONE YEAR OF YOUR DISCOVERY OF THE FACTUAL BASIS FOR THE CLAIM SHALL BE DEEMED FOREVER WAIVED, BARRED AND RELEASED.

Indemnification

YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MEDMARTRX AND THE MEDMARTRX AFFILIATES 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, (B) VIOLATION OF ANY PERSON'S OR ENTITY'S LEGAL RIGHTS, (C) VIOLATION BY YOU OF ANY APPLICABLE LAW, RULE OR REGULATION, (D) NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT ON YOUR PART, OR (E) UNAUTHORIZED USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN MEDMARTRX.

Governing Law

MedmartRx controls and operates MedmartRx.com from its offices within the United States. If you choose to access MedmartRx.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, MedmartRx and your use of MedmartRx.com or the MedmartRx Services shall be interpreted and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Buyers and sellers (Trading Partners) attest that all transactions are in compliance with 21 C.F.R. § 205.3(f)(6).

Exports

You understand and agree that the MedmartRx Services and Participant Services may be controlled for export purposes. You agree to comply with all United States export laws and regulations. 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.

Dispute Resolution (Binding Arbitration)

If a dispute, claim, or controversy ("Dispute") arises between you and MedmartRx or any of the MedmartRx Affiliates under or in any way relating to this Agreement, MedmartRx.com, or the MedmartRx or Participant Services that is not resolved through good faith negotiations and discussions within 30 days of MedmartRx 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.

Independent Parties

MedmartRx is an independent contractor and shall not at any time or under any circumstances be considered an agent or representative of any Participant of MedmartRx.com. No joint venture, partnership, or like relationship is created between the parties by this Agreement.

Prohibited Items Policy

MedmartRx only facilitates the transfer of non-controlled prescription medications. We do not support the transaction of DEA Controlled Substances (Schedules II, III, IV, and V). Any attempt to list controlled substances will result in the immediate removal of the listing and a review of your account status.

Seller's Representations

As a Seller, you grant MedmartRx permission to charge your bank account a nuisance penalty if you violate any term. The seller will be charged a nuisance penalty of $500 (the "Nuisance Penalty") if it posts prescription drugs for sale and is unable to produce the exact ones the Seller posted. The Seller will also pay service fee on an item that was rejected by them if the item was posted for sale within the last 30 days or less. To avoid this charge the seller should update their inventory if the item is dispensed or sold outside of our platform.

As a Seller, you agree not to include any promotional or other commercial material that is not provided or approved by us in your shipment to the Buyer. This includes, but is not limited to, material that promotes a website other than this one, catalogs, business cards, business reply cards, bookmarks, coupons, flyers, solicitations or other marketing or advertising material. If you fail to abide by this, we reserve the right to subject you to a penalty of up to $1,000,000 per instance that will be deducted from any pending order credits and/or your bank account directly as well as termination or suspension of membership.

Sellers will forfeit any credit due from buyers if they violate any of our Terms and Conditions, Commercial Use Agreement, Privacy Policy, misrepresentation or any inaccuracies. Sellers agree to be charged our service fee and additional fees to ship products back to them for any errors in listing, handling or shipping. Seller attests the item(s) has been stored and handled under the manufacturer's temperature and storage requirements, was not purchased using a government discount program (i.e. 340b) or preferred pricing, is not restricted to a limited distribution network, and was acquired from a manufacturer or wholesaler in compliance with the Drug Supply Chain Security Act (DSCSA) and posted item is not classified as a controlled substance.

Double Posting: Unless explicitly authorized by MedmartRx, you may not promote or sell Prescription Drugs through any platform or direct to other pharmacies other than MedmartRx Platform. We reserve the right to restrict or remove your listings if you cannot provide the exact Prescription Drugs advertised on MedmartRx. If you fail to fulfill an order, or if you supply drugs that are invalid, fraudulent, adulterated, or misrepresented, MedmartRx may cancel the transaction, suspend or terminate your membership, report the incident to relevant regulatory authorities, and impose a discretionary nuisance fee up to $1,000,000 per incident.

Buyer's Representations

As a Buyer, you grant MedmartRx permission to charge your bank account for the purchase of prescription drugs, shipping, processing and other related charges. If your bank account information changes, you must notify us at least 5 business days before the change occurs in writing via email support@medmartrx.com.

Offline Transactions

You agree not to use the MedmartRx platform to: (a) directly contact other MedmartRx members, (b) invite communication with other members outside the platform, (c) arrange sales outside of MedmartRx, or (d) initiate or participate in transactions outside the platform, whether for purchasing or selling. MedmartRx bears no responsibility for any losses or damages—including lost profits—that result from direct communication between users or from any transactions conducted outside the platform, even if those transactions began on MedmartRx and later moved offline.

Prohibited Activities on the Marketplace

• Prohibition on Controlled Substances: You may not list, sell, buy, or transfer any controlled substances via MedmartRx. Violating this rule may result in temporary or permanent removal from the site.
• No Prescription Drug Resale Within 90 Days: Reselling prescription drugs purchased through MedmartRx to another member within 90 days of the original purchase is prohibited. Violations may lead to suspension or permanent dismissal from the site.
• No Inventory Liquidation Sales: You may not use MedmartRx to liquidate inventory due to bulk purchases, anticipated sales, or the closure of a pharmacy. Such actions can lead to temporary or permanent removal from the site and up to $1,000,000 assessed penalty.
• No Sales from Government Discount Programs: You are not allowed to post or sell any items obtained through government discount programs (such as 340B). Doing so may result in immediate suspension or termination.
• Compliance for Limited Distribution Items: Sellers must confirm that listed products were acquired from a manufacturer or wholesaler following DSCSA guidelines, outside of any government pricing programs, and within any applicable limited distribution network. Buyers must confirm they are authorized to purchase and dispense such products.
• No Recalled, Quarantined, or Adulterated Drugs: Posting, selling, or purchasing prescription drugs that have been recalled, quarantined, or deemed adulterated under state or federal law is strictly prohibited.
• No Transfer of Isotretinoin or Clozapine: MedmartRx prohibits the transfer of any products containing isotretinoin or clozapine.
• No Promotional Materials in Shipments: Sellers may only use Buyer information to fulfill specific drug orders and must not use it for any other purpose. Sellers who violate this policy may be fined up to $1,000,000 per violation per Buyer and have their account immediately terminated.

Refund/Return Policy

MedmartRx's charges are based on a fee-for-service model. Users acknowledge that there will be no returns, refunds, or chargebacks accepted. Upon delivery, the buyer is responsible for payment, regardless of any future reimbursement or resale potential of the item. Charges related to the purchase cannot be contested once the product is delivered. Buyers must notify MedmartRx of any issues with the received items within 3 business days of delivery. After this period, the right to return items or dispute charges is forfeited, except in cases of significant errors by the seller. All sales are final. Users accept all terms set forth throughout the Marketplace.

Shipping Disclaimer/Checklist

If your prescription drugs were lost during shipment, email us immediately at support@medmartrx.com. MedmartRx and its affiliates are not responsible for any damages or lost profits that result from any matters that arise during the shipping process. Sellers will not be credited for lost or damaged products. It is the seller's responsibility to purchase extra insurance from FedEx if they desire. Insurance from FedEx is a declared value and not insurance. FedEx API might glitch at times or services go down where it doesn't recognize the Declared values or NO Declared value showing. Ultimately FedEx reserves the rights to deny any claims even if it has a declared value and members hold MedmartRx Harmless of any financial loss. Communication between Sellers and Buyers is prohibited. All communications must be done via MedmartRx.com or MedmartRx LLC.

FROZEN/REFRIGERATED ITEMS MUST BE SHIPPED MON-THU VIA FedEx PRIORITY OVERNIGHT BEFORE 2PM AND AVOID SHIPPING ON THE DAY BEFORE A HOLIDAY OR FORESEEN INCLEMENT WEATHER.

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/EXPRESS SHIPMENTS:

• DO NOT use FedEx Express envelopes or packaging.
• DO NOT use FedEx Drop Boxes.
• DO NOT use authorized FedEx drop off locations other than FedEx Direct location and FedEx Pickups where the packages are handed and scanned directly by a FedEx personnel.
• 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, the 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 MedmartRx LLC (DBA MedmartRx.com) shipping policy.

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

MedmartRx LLC prohibits the direct contact of buyers and sellers and requires all communication done via MedmartRx.com. MedmartRx or its affiliates are not responsible for products lost or damaged during the shipping process. Seller will not receive credit. Buyer will be credited for the total sale.

DSCSA Compliance — Transaction Statement

Items posted to the Site must comply with the DSCSA. By listing Prescription Drugs on the Site, Seller expressly warrants the following:

1. That the sale of Prescription Drugs will comply in all respects with the DSCSA;
2. That all Prescription Drugs were received from a person in compliance with the DSCSA;
3. That Seller received transaction information and a transaction statement from the prior owner of the product, as required under section 582 of the DSCSA;
4. That Seller did not knowingly ship a suspect or illegitimate product;
5. That Seller had systems and processes in place to comply with verification requirements under section 582 of the DSCSA;
6. That Seller did not knowingly provide false transaction information; and
7. That Seller did not knowingly alter the transaction history.

Traceability Requirements

Upon request of any governmental regulatory agency, the Seller must provide within the amount of time required by applicable state or federal law or 48 hours, whichever is less, the pedigree of each item posted and sold on the site including but not limited to the Transaction History (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. You agree that each item posted for sale in the marketplace meets the compliance and reporting criteria of the DSCSA and any promulgated regulations then in force.

All transactions on MedmartRx between pharmacies (dispensers) are conducted to meet a specific patient need. Purchasing pharmacies acquire products from selling pharmacies strictly for the purpose of fulfilling this need, as outlined in DSCSA Section 582(d)(1)(A)(ii) of the Federal Food, Drug, and Cosmetic (FD&C) Act, which states: "a dispenser . . . prior to, or at the time of, each transaction in which the dispenser transfers ownership of a product (but not including dispensing to a patient or returns) shall provide the subsequent owner with transaction history, transaction information, and a transaction statement for the product, except that the requirements of this clause shall not apply to sales by a dispenser to another dispenser to fulfill a specific patient need."

Section 581(19) of the FD&C Act further defines "specific patient need" as the transfer of a product from one pharmacy to another to fill a prescription for an identified patient.

MedmartRx does not maintain or provide original invoices or pedigree information, as transactions on the platform between dispensers are exclusively conducted to fulfill a specific patient need. Pharmacies participating in these transactions do so with the understanding that such documentation is not required under the applicable sections of the DSCSA.

Maintenance of Records

It is the sole responsibility of the pharmacy to maintain its own records of all transactions conducted through MedmartRx. MedmartRx will not be liable for providing any transaction information or data in cases of account termination, account closure, pharmacy closure, or any other situation where the pharmacy no longer has access to its account. Pharmacies must ensure that they have adequate systems in place to independently store and manage their transaction records.

Seller Correction Fees

Fees and penalties that will be deducted from the Seller's final credit if they do not follow these procedures:

• $25 per line Corrected — If Seller emails us any edits for an order prior to approval (e.g., LOT# or EXP Date).
• $50 per line Corrected — If the seller calls in over the phone to make the same changes.
• $100 per line Corrected — If seller fails to post an item as per the "How to Post" instructions sent to them along with their account activation email.
• 20% of the Total Order — If the buyer calls in or sends an email with corrections to the Purchase Order after they have received the shipment.
• $150 — If the seller does not include a signed Purchase Order with the shipment. Sellers must provide a signature on the Purchase Order per our Terms and Conditions. Funds will be held until the buyer receives a signed PO.

Please understand these fees are set in place to ensure compliance with DSCSA and preserve the community of quality trading partners on the marketplace. MedmartRx LLC reserves the right to change these terms at any time.

Order Completion and Responsibility for Charges

In the event that a seller fails to accurately complete an order in its entirety, MedmartRx will not facilitate the completion of the order. The seller will be held responsible for all associated costs, including the original shipping charges incurred by the buyer, return shipping charges, and any service fees for items that are returned or missing. Sellers must ensure that all orders are fully and accurately fulfilled to avoid these additional charges. In cases of dispute, MedmartRx reserves the right to assess the situation and determine the final responsibility for these costs.

ACH Authorization

Pharmacies that are buying or selling products on MedmartRx.com marketplace agree to all ACH rules and regulations set by law. Both buying and selling pharmacies agree to indemnify and hold MedmartRx LLC (DBA MedmartRx.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 its owners will be held liable and agree to pay all transaction and fees due including all legal fees (due to MedmartRx LLC/DBA MedmartRx.com) if such a case arises. Transactions dishonored by the receiving depository financial institution and returned to MedmartRx LLC will be subject to a processing fee and fines.

I hereby authorize MedmartRx LLC to initiate the entries (Debits or Credits) to my accounts in relation to transactions. I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify MedmartRx LLC in writing (via email) of any changes in my account information or termination of this authorization at least 30 days prior notice in order to cancel this authorization. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF) I understand that MedmartRx LLC may at its discretion attempt to process the charge again within 30 days, and agree to an additional $39.99 charge for each attempt returned NSF. 3 NSF (non-sufficient funds), or 1 frozen account or 1 account closed incident per calendar year can cause your account to be terminated and the business entity including its owner(s), manager(s) will be responsible for all legal fees and unpaid amounts due.

License Changes and Notifications

All licensed professionals (Pharmacies and healthcare Providers) that utilize MedmartRx LLC and its services are to inform us via email (support@medmartrx.com) within 3 business days of any changes in license status or change of address. After the allotted grace period of 3 business days, MedmartRx LLC and its affiliates will deduct $1000 per calendar day from any pending deposits. If there are no pending deposits MedmartRx LLC will charge $1000 per calendar day after the allowed grace period.

Platform Purpose

MedmartRx 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 MedmartRx LLC, affiliates or MedmartRx.com harmless). MedmartRx LLC (DBA MedmartRx.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.

Registered pharmacies on MedmartRx pharmacy marketplace attest that they are open for business and engaged in patient care. MedmartRx reserves the right to delete any listing and/or modify drug price to align with market price.

Delinquent Payments

Failure to pay for purchased products on MedmartRx Marketplace will result in legal action. Any returned/bounced/canceled payments for goods purchased and received will also result in delinquent fees and/or legal fees. MedmartRx will notify the buyer of any insufficient payment accounts via email within 2-3 business days. Failure to rectify payment within this time will progress to legal action and the entity, owners and members will accept additional charges of $500/delinquent fee/per day as well $700/hr legal fees. Sellers have the right to collect funds due from the buyer directly and/or take legal action against the buyer.

Release

MedmartRx acts as a marketplace only to allow Buyers and Sellers to interact. In all cases, the submission and confirmation of orders are transactions between Buyers and Sellers only. The fulfillment of confirmed orders, including DSCSA compliance, and delivery and shipment of Prescription Drugs, are the responsibility of the Seller. If you have a dispute with one or more registered users, you release MedmartRx 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. You further agree that MedmartRx shall not be deemed a party to any contract by and between Seller and Buyer.

Intellectual Property

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 any protection, unjust competition, anti-discrimination, misleading or false advertising. 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. You agree that you will not now or in the future dispute the legitimacy of MedmartRx.com's Intellectual Property.

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 and 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.

Links to Third Party Sites

MedmartRx.com may contain links to third party websites. These links will allow you to leave MedmartRx.com. The linked sites are not under the control of MedmartRx, and MedmartRx is not responsible for the contents of any linked site. The links are provided as a convenience, and MedmartRx does not endorse, sponsor, or recommend any linked site or its contents.

Termination

This Agreement is effective until changed or modified by MedmartRx or terminated by you or MedmartRx 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 MedmartRx.com. MedmartRx reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of MedmartRx.com with or without notice at any time and for any reason. You agree that any termination, restriction, or suspension of your access may be made without prior notice, and you acknowledge that MedmartRx may immediately deactivate or delete your account and all related information and files. MedmartRx.com (MedmartRx LLC) reserves the right to terminate any member with or without notice or cause.

Entire Agreement

This Agreement, and any policies referenced in this Agreement, constitute the entire agreement between you and MedmartRx related to MedmartRx.com and the MedmartRx 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. If there is a conflict between the terms of this Agreement and any terms appearing on MedmartRx.com or in any policies, those terms that are most favorable to MedmartRx shall govern.

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.

Consent to Electronic Delivery and Notice

(a) Consent: By using MedmartRx.com, you consent to receive notices solely in electronic format from MedmartRx. Please regularly check MedmartRx.com for updates to notices. We will post to MedmartRx any changes in hardware or software requirements needed to access the notices. (b) Delivery Considerations: To access MedmartRx.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 and to discontinue sending updated notices electronically to you at any time.

SMS/Text Message Terms

If you opt in to receive SMS notifications from MedmartRx:

• You agree to receive text messages at the mobile number you provided
• Message frequency varies based on your activity (typically up to 8 messages per month)
• Message and data rates may apply based on your carrier's plan
• Consent to receive SMS is not a condition of purchase or use of the service
• You can opt out at any time by replying STOP to any message
• Reply HELP for assistance with SMS notifications
• We will not sell or share your phone number with third parties for marketing

For more information about our SMS practices, see our Privacy Policy or contact support@medmartrx.com.

Electronic Signature

You agree that you have read, understand, and are 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, (c) agree to print and/or save a copy of this Agreement for your records, (d) and agree to receive text messages directly to the mobile number listed in the registration form. This Agreement is effective upon completion of registration. The fees and other charges for MedmartRx'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.

Notice

All notices and communications concerning this Agreement shall be in writing and addressed to MedmartRx as follows:

MedmartRx, LLC
Attn: Legal Department
2131 Hollywood Boulevard
Hollywood, FL 33020
support@medmartrx.com

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.

Modification of Terms

MedmartRx 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 MedmartRx or Participant Services or any part thereof. Any amendments and modifications made by MedmartRx will be prospective only, and unless otherwise provided in this Agreement, will be effective upon being posted on MedmartRx.com.