Terms and Conditions of Use
InViewAnalytics.com User Agreement and Terms and Conditions of Website Use
Welcome to InViewAnalytics.com, which is owned and operated by InStockRx Inc. (hereafter referred to as "InStockRx"). This User Agreement and Terms and Conditions of Website Use (collectively, the "Agreement") contains the terms, provisions and conditions upon which InStockRx is willing to provide you access to and use of any InStockRx website and all related pages, information, databases, functionality and materials (collectively, "InViewAnalytics.com" or the "Website"), and governs your use of InViewAnalytics.com. If you do not agree to be bound by this Agreement, you may not access or use InViewAnalytics.com. Your use of InViewAnalytics.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 InStockRx 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 InViewAnalytics.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
InStockRx may make changes to this Agreement, or any policies governing use of the Website and related services, at any time at its discretion; provided, however, that such changes will only effect and control your subsequent use of the Website. InStockRx encourages you to review this Agreement each time upon entering the Website for updates and changes because your future access or use of the Website shall be deemed acceptance of these changes. You should print a copy of this and future Agreements for your reference.
You accept that InStockRx Inc. DBA InViewAnalytics.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 InStockRx Inc. (DBA InViewAnalytics.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.
- InStockRx Services. The Website is an Internet-based electronic marketplace connecting buyers and sellers ("Participants") of a variety of pharmaceutical related products (and services) made available for use and purchase by the Participants (collectively, "Participant Services"). As owner of the Website, InStockRx manages the functional and technical operations required to maintain and support the Website (the "InStockRx Services"). Although the Website may be referred to as an online pharmaceutical auction site, InStockRx is not an auctioneer or a clearinghouse and does not sell Participant Services. Because it does not sell Participant Services, InStockRx 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. InStockRx cannot ensure that a Participant will actually complete a transaction. You are responsible for accurately entering your information into InViewAnalytics.com. InStockRx will not review such information as a part of the InStockRx Services. Information submitted by you or generated from transactions through the Website (absent any personably identifiable information) will be available on the InStockRx 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. InStockRx may provide additional InStockRx Services such as Similar Product Pricing Comparison ("SPPC") services. Any InStockRx Services that you order from InViewAnalytics.com for which InStockRx charges fees shall be paid for by you with valid funds at the time you place your order. InStockRx may, at its sole discretion, delete or change some or all of the InStockRx 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 InViewAnalytics.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 InStockRx. Unless otherwise prohibited by applicable law, you release InStockRx 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 InStockRx 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. InStockRx 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 InStockRx in the cancelled transaction shall be your sole remedy.
Registration. To use or purchase any InStockRx Services or Participant Services, you must be a Participant of
InViewAnalytics.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").
InStockRx 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 certify that they are authorized under all applicable laws to disclose and provide accurate information to
InStockRx. The Qualified Member further authorizes InStockRx to use the personal information in connection with the Website and the provision of InStockRx
and Participant Services subject to the terms of this Agreement. If you do not qualify to be a Participant, please do not use InViewAnalytics.com.
By becoming a Participant and by accessing any portion of InViewAnalytics.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 InStockRx 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 InStockRx.
InStockRx will not accept any request from you to buy/transfer or sell/transfer Prescription Drugs before you have been approved as a Member. To register, you must provide your legal business name, name of pharmacy, pharmacy state license number and expiration date, DEA number, NCPDP number, owners names, address, phone number, an active email address, complete ACH onboarding. An image of a United States government issued ID (drivers license or passport) of the pharmacy owner and authorized official that has completed ACH onboarding. The pharmacy photographs must include the outside storefront with visible signage and address, along with at least one interior photograph of the pharmacy. If you are a new owner of an acquired pharmacy, you will need to provide a copy of your Power of Attorney, Purchase Agreement, and/or Bill of Sale.
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 InStockRx
and other InViewAnalytics.com users. You agree to immediately notify InStockRx 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 InStockRx for any
purpose. You agree not to attempt to access, delete, or modify the data or the account of another Participant.
- Fees. There may be a charge, payable directly to InStockRx, to become a Participant of InViewAnalytics.com. Participants desiring to use InViewAnalytics.com for commercial purposes must also accept and acknowledge the Commercial Use Agreement with InStockRx and pay charges in accordance with the terms of that agreement.
- Other Services Fees and Taxes. You are responsible for promptly paying all fees and charges (the "Fees") associated with your use or purchase of InStockRx 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 InStockRx's net income) related to the InStockRx Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase. Fees and Taxes for using the InStockRx Services will be identified in subsequent changes to InViewAnalytics.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 InViewAnalytics.com and use such information for purposes other than finalize orders. Independent pharmacies, Healthcare providers and wholesalers that are participants of InStockRx shall be subject to a fine of $250,000.00 if InStockRx determines that you routinely access the website to monitor pricing of pharmaceuticals for the benefit of non-participating pharmacies.
- Penalties. Participants will be subject to a penalty of $100,000.00 if they try to capture information from InViewAnalytics.com and use such information for purposes other than filling prescriptions. Independent pharmacies, Healthcare providers and wholesalers that are participants of InStockRx shall be subject to a fine of $250,000.00 if InStockRx determines that you routinely access the website to monitor pricing of pharmaceuticals for the benefit of non-participating pharmacies.
- Traceability Requirements. Upon request of the Buyer at the point of purchase, InViewAnalytics, or 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.
- Placing an Order – Warranties of Buyer. By selecting and agreeing to purchase Prescription Drugs from a Seller, Buyer expressly warrants that the item was purchased for a specific patient need or declared public health emergency, and will be tracked in accordance with the DSCSA. InStockRx will debit the Buyer’s account at the time the Seller confirms the availability of the Prescription Drug(s) and produces the packing slip and shipping label. All orders are final, and once placed, cannot be cancelled or retracted by the Buyer. Placing an order does not complete the sale. Sellers have two (2) business days from the date the order is placed to confirm the item is available and shipped. The sale is complete when the Buyer confirms delivery within InStockRx or does not dispute the delivery within two (2) business days of receipt, whichever is sooner.
- Warranties of Seller – 2013 Drug Supply Chain Security Act (DSCSA) – 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.
Restrictions on Use of InStockRx Intellectual Property, Website, and InStockRx Services. InStockRx or its content providers own all
of the content, materials, and other intellectual property related to InViewAnalytics.com and InStockRx 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 InViewAnalytics.com and InStockRx Services are registered and/or protected by U.S. and international copyright, trademark, and other laws. Your
license to use InViewAnalytics.com and InStockRx Services includes the limited right to view, bookmark, download and print, for your noncommercial,
personal use and information only, (unless InStockRx has authorized commercial uses in a separate agreement with you), those pages of
InViewAnalytics.com that interest you, subject to any other terms and conditions of use and/or payment in this Agreement or on InViewAnalytics.com.
Your continued use of any Materials is terminable by InStockRx at any time under the circumstances described in this Agreement. You agree to retain all
copyright and other proprietary notices contained in InViewAnalytics.com or the InStockRx Services. You may not delete or change any copyright or
trademark notices, and may not alter or modify the content in any manner without the express written permission of InStockRx. You further agree that
you will not:
- use InViewAnalytics.com or the InStockRx 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 InStockRx), modify, distribute, create any derivative or compilation work from, or display the Materials or any other content from InViewAnalytics.com or the InStockRx Services or redeliver such content using framing or similar technology;
- use any device designed to provide repeated automated access to InViewAnalytics.com or InStockRx Services other than those made generally available by InStockRx;
- include "InStockRx," or any other InStockRx trademarked materials, the name of any InStockRx personnel, or any variation of these items as a metatag or hidden textual element, or in any other fashion that may create a false or misleading impression of affiliation, sponsorship, or endorsement between InStockRx and you, any other party, or any other website, or otherwise use these items without InStockRx's express written permission;
- collect, harvest, or store personal data about other users of InViewAnalytics.com or the InStockRx Services;
- upload, e-mail, or otherwise transmit to InStockRx or through InViewAnalytics.com or the InStockRx Services or any InStockRx computer network any of the following: a sexually-explicit or pornographic image or statement; advertising, promotional, or other unauthorized communication, including without limitation, "junk mail," surveys, unsolicited e-mail, "spam," "chain letters," "pyramid schemes," or other inappropriate or prohibited materials; and any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or any other computer code, files or programs that might interrupt, limit or interfere with, damage, surreptitiously intercept or expropriate or permit unauthorized access to or use of any system, data or information related to InViewAnalytics.com or the InStockRx Services or any computer software, hardware or communications equipment that is owned, leased or used by InStockRx;
- use InViewAnalytics.com or the InStockRx Services to advertise or perform any commercial solicitation unless authorized in a separate commercial agreement with InStockRx;
- use InViewAnalytics.com or the InStockRx Services to post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law;
- use any robot, spider, scraper, or any other automated means to access InViewAnalytics.com or the InStockRx Services for any purpose without InStockRx's express written permission;
- forge any TCP/IP packet header or any part of the header information in any e-mail or posting;
- take any action that imposes, or may impose, in InStockRx's sole discretion, an unreasonable or disproportionately large load on the InStockRx infrastructure;
- interfere or attempt to interfere with the proper working of InViewAnalytics.com, InStockRx Services, or any activities conducted on InViewAnalytics.com; or
- bypass measures used by InStockRx to prevent or restrict access to InViewAnalytics.com or the Services, violate or attempt to violate the security or authentication measures of the InStockRx system, or attempt to probe, scan or test the vulnerability of a system or network without proper written authorization from InStockRx.
- Fraud, Manipulation and Termination. You may not manipulate the price or other information associated with any order provided by a Participant for any Participant Service. Without limiting any of its other available rights or remedies, InStockRx may suspend or terminate your license and use of InViewAnalytics.com if InStockRx, at its sole discretion, reasonably suspects that you have violated any provisions of this Agreement or engaged in any improper, dishonest or fraudulent activity in connection with InViewAnalytics.com or the InStockRx Services. If your account is suspended because InStockRx suspects that you have violated any provision of this Agreement or engaged in any improper, dishonest or fraudulent activity in connection with InViewAnalytics.com or the InStockRx Services, you will not be entitled to any refund for services you have paid for or credits due. InStockRx specifically reserves the right to reject any medication it believes is fraudulent or illegally submitted, and you will not be refunded for any payment made to or due from InStockRx for such medications.
THE INSTOCKRX 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, INSTOCKRX MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING PARTICIPANT SERVICES. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, INSTOCKRX 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 INSTOCKRX SERVICES, PARTICIPANT SERVICES, OR INVIEWANALYTICS.COM. NO ADVICE OR INFORMATION GIVEN BY ANY SUBSIDIARY,
AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF INSTOCKRX (collectively a "INSTOCKRX AFFILIATE") SHALL CREATE A WARRANTY OR REPRESENTATION BINDING UPON
INSTOCKRX UNLESS IN WRITING SIGNED BY THE CHIEF OPERATING OFFICER OF INSTOCKRX. NO ONE ELSE IS AUTHORIZED TO MAKE ANY WARRANTY ON INSTOCKRX’S BEHALF, AND YOU
CANNOT RELY ON ANY OTHER REPRESENTATION OR ASSERTED WARRANTY OR GUARANTEE.
YOU AGREE THAT INSTOCKRX AND THE INSTOCKRX AFFILIATES ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR PERFORMANCE OF INVIEWANALYTICS.COM, THE INSTOCKRX SERVICES, THE PARTICIPANT SERVICES OR ANY MATERIALS ON INVIEWANALYTICS.COM, THE PERFORMANCE OF THE INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH YOUR COMPUTER SYSTEMS, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE OR OTHER DISABLING DEVICE FROM ANY SOURCE (INCLUDING, WITHOUT LIMITATION, INVIEWANALYTICS.COM), OR FOR THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN INSTOCKRX. INSTOCKRX EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED, OR DELAYED COMPUTER TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, OR LOSS OR USE OF DATA, AS WELL AS UNAUTHORIZED ACCESS OF USER TRANSMISSIONS BY THIRD PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT. INSTOCKRX DOES NOT REPRESENT OR WARRANT THAT INVIEWANALYTICS.COM WILL OPERATE WITHOUT ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER MAKING IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
INVIEWANALYTICS.COM INCLUDES CONTENT PROVIDED BY THIRD PARTIES AND BY YOU. INSTOCKRX IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER. THESE THIRD PARTIES MAY EXPRESS CERTAIN OPINIONS OR PROVIDE CERTAIN INFORMATION AND OFFERS. INSTOCKRX MAKES NO WARRANTIES, AND DISCLAIMS ALL LIABILITY, AS TO THE COMPLETENESS, ACCURACY, TIMELINESS, OR RELIABILITY OF INFORMATION OR OFFERS SUPPLIED BY PARTICIPANTS AND DISTRIBUTED BY INSTOCKRX THROUGH INVIEWANALYTICS.COM OR OTHERWISE. INSTOCKRX DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF ANY PARTICIPANT, INCLUDING ANY SUCH PARTICIPANT'S CONFORMANCE TO ANY LAW, RULE, REGULATION, OR POLICY.
INSTOCKRX DOES NOT WARRANT THAT INFORMATION, SERVICES, AND PRODUCTS CONTAINED IN INVIEWANALYTICS.COM OR THE INSTOCKRX OR PARTICIPANT SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE ERROR OR DEFECT-FREE. BEFORE USING ANY INSTOCKRX OR PARTICIPANT SERVICES, YOU SHOULD CONFIRM ANY INFORMATION ON THE ACCOMPANYING PACKAGING. YOU ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS AND LEGALITY OF ANY INFORMATION YOU SUPPLY TO INSTOCKRX. BY USE OF INVIEWANALYTICS.COM, YOU ACKNOWLEDGE THAT SUCH USE IS AT YOUR SOLE RISK, INCLUDING RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH INVIEWANALYTICS.COM.
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.
- Disclaimer and Limitation of Liability. INSTOCKRX AND THE INSTOCKRX 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 INSTOCKRX OR PARTICIPANT SERVICES, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE. IN NO EVENT SHALL THE TOTAL LIABILITY OF INSTOCKRX AND THE INSTOCKRX 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 INSTOCKRX SERVICES AND PARTICIPANT SERVICES AT ISSUE; OR, (B) IN THE ABSENCE OF SUCH CHARGES, ONE HUNDRED DOLLARS ($100). YOU AGREE THAT THIS LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU, INSTOCKRX AND THE INSTOCKRX AFFILIATES AND REFLECTS THE FEES, IF ANY, INSTOCKRX CHARGES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, INVIEWANALYTICS.COM AND THE SERVICES WOULD NOT BE PROVIDED TO YOU. ANY CLAIM BY YOU NOT FILED IN ARBITRATION UNDER SECTION 15 BELOW WITHIN ONE YEAR OF YOUR DISCOVERY OF THE FACTUAL BASIS FOR THE CLAIM SHALL BE DEEMED FOREVER WAIVED, BARRED AND RELEASED.
- Indemnification. YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS INSTOCKRX AND THE INSTOCKRX 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 OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, (B) VIOLATION OF ANY PERSON'S OR ENTITY'S LEGAL RIGHTS (INCLUDING, WITHOUT LIMITATION, COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK, OR OTHER PROPRIETARY RIGHTS, OR PUBLICITY, CONTRACT, MORAL, OR PRIVACY RIGHTS), (C) VIOLATION BY YOU OF ANY APPLICABLE LAW, RULE OR REGULATION, OR (D) NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT ON YOUR PART, OR (E) UNAUTHORIZED USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN INSTOCKRX.
- Governing Law InStockRx controls and operates InViewAnalytics.com from its offices within the United States. If you choose to access InViewAnalytics.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, InStockRx and your use of InViewAnalytics.com or the InStockRx Services shall be interpreted and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
- Exports. You understand and agree that the InStockRx Services and Participant Services may be controlled for export purposes. You agree to comply with all United States export laws and regulations including, but not limited to, the United States Export Administration Regulations, International Traffic in Arms Regulations, directives and regulations of the Office of Foreign Asset Control, treaties, Executive Orders, laws, statutes, amendments, and supplement thereto. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. You acknowledge that export of products or services and any related documentation, in whole or part, contrary to United States law is prohibited. You agree that no part of the InStockRx Services or Participant Services available through InViewAnalytics.com, either in whole or part, are being acquired for shipment, transfer, or re-export, directly or indirectly, to proscribed, embargoed, or prohibited countries or their nationals, denied destinations, or for prohibited activities or for weapons. Proscribed countries, destinations, and people are set forth in the United States Export Administration Regulations, and the Office of Foreign Asset Control's Specially Designated Nationals list, and are subject to change without further notice from InStockRx.
- Dispute Resolution (Binding Arbitration) If a dispute, claim, or controversy ("Dispute") arises between you and InStockRx or any of the InStockRx Affiliates under or in any way relating to this Agreement, InViewAnalytics.com, or the InStockRx or Participant Services that is not resolved through good faith negotiations and discussions within 30 days of InStockRx 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. InStockRx is an independent contractor and shall not at any time or under any circumstances be considered an agent or representative of any Participant of InViewAnalytics.com. No joint venture, partnership, or like relationship is created between the parties by this Agreement.
Miscellaneous The headings of the sections in this Agreement are strictly for convenience of reference only and shall not
in any way be construed as amplifying or limiting any of the terms, provisions or conditions of this Agreement. If any provision of this Agreement
shall be held to be invalid or unenforceable for any reason: (a) such invalidity or unenforceability shall not affect any other provision of this
Agreement; (b) the remaining terms, covenants and conditions hereof shall remain in full force and effect; and (c) the invalid or unenforceable
provision shall be automatically modified, with the least changes necessary, so as to make it valid and enforceable. No failure to exercise and no
delay in exercising, by InStockRx, any right, power or privilege under this Agreement shall operate as a waiver thereof, except as otherwise expressly
provided in this Agreement or in writing by InStockRx's president. Any waiver by InStockRx of a breach of any provision of this Agreement shall not be
deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless and
until agreed to in writing by InStockRx.
You agree that you will be solely responsible for the collection, reporting, and payment of any and all of your taxes we are not responsible in any way for your payment of any taxes to any entity. You agree to indemnify InStockRx Inc. (DBA InViewAnalytics.com) and all of our affiliates, agents, employees, officers, directors, or other connected entities harmless against any and all liabilities, costs, and expenses (including reasonable attorneys’ fees) incurred by us that arise out of any government or third party claim that involves or relates to any tax obligation (federal, state or county) or amounts due or owing under any tax regulation, law, order or decree or any dispute concerning our tax status.
Notice. All notices and communications concerning this Agreement shall be in writing and addressed to InStockRx as
InStockRx Inc.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.
Attn: Legal Department
3727 Doral Street
Palm Harbor, FL, 34685
- Modification of Terms. InStockRx 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 InStockRx or Participant Services or any part thereof. Any amendments and modifications made by InStockRx will be prospective only, and unless otherwise provided in this Agreement, will be effective upon being posted on InViewAnalytics.com.
- Links to Third Party Sites. InViewAnalytics.com may contain links to third party websites. These links will allow you to leave InViewAnalytics.com. The linked sites are not under the control of InStockRx, and InStockRx is not responsible for the contents of any linked site. The links are provided as a convenience, and InStockRx does not endorse, sponsor, or recommend any linked site or its contents. InStockRx is unable to verify the accuracy or completeness of third party information posted to InViewAnalytics.com or accessible from InViewAnalytics.com and nothing in this Agreement, shall be deemed to create any agency relationship or affiliation with such third parties or you or make the third parties or you partners or joint venturers with InStockRx, or otherwise provide you or any third parties with any rights to act on InStockRx's behalf.
Termination. This Agreement is effective until changed or modified by InStockRx or terminated by you or InStockRx 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 InViewAnalytics.com. InStockRx
reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of InViewAnalytics.com with or without notice at
any time and for any reason. You agree that any termination, restriction, or suspension of your access to InViewAnalytics.com may be made without
prior notice, and you acknowledge that InStockRx may immediately deactivate or delete your account and all related information and files in the account
and bar you from any further access to the files or InViewAnalytics.com. You agree that InStockRx shall not be liable to you or any third-party for any
termination, restriction, or suspension of access to InViewAnalytics.com under any circumstances whatsoever.
InStockRx reserves the right to access Participant Information and to remove any materials that do not conform to this Agreement—although InStockRx shall be under no affirmative obligation to monitor any of the foregoing or to otherwise screen or monitor any communications or information prior to its posting. You agree that InStockRx has the right, but is not obligated, to monitor your use of InViewAnalytics.com and any communications made by you related to such use in any manner. You release InStockRx from any liability relating to its monitoring activities. InStockRx may also warn its Participants of any actual or suspected improper actions by you. If InStockRx denies you access to InViewAnalytics.com, you agree to destroy all materials obtained from InViewAnalytics.com and all copies of those materials with the exception of your personal account materials. InViewAnalytics.com (InStockRx Inc.) 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 InStockRx related to InViewAnalytics.com and the InStockRx Services. All prior agreements, representations, statements, negotiations, and undertakings with respect to the subject matters of this Agreement are superseded by the provisions of this Agreement. Neither this Agreement nor any of its provisions may be amended, altered or added to in any manner except as set forth in a duly authorized amendment to this Agreement or otherwise in writing and signed by the chief operating officer of InStockRx. If there is a conflict between the terms of this Agreement and any terms appearing on InViewAnalytics.com or in any policies, those terms that are most favorable to InStockRx 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 clicking the "I Agree" button below, you consent to receive notices solely in electronic format from InStockRx. Please regularly check InViewAnalytics.com for updates to notices. We will post to InStockRx any changes in hardware or software requirements needed to access the notices. (b) Delivery Considerations. To access InViewAnalytics.com, you must have access to a personal computer with appropriate and compatible browser software and access to the Internet. To print and save notices, you must have access to a printer. (c) Duration and Withdrawal of Consent. Your consent will be effective indefinitely. We reserve the right to send you paper copies of any documents or notices that you have consented to receive electronically or that are not available electronically and to discontinue sending updated notices electronically to you at any time.
- Refund/Return Policy. InStockRx charges are fee for service based. Users accept the fact that there will be no returns/refunds nor there will be any chargeback accepted.
- Pharmacies/Wholesalers on InStockRx platform ( InViewAnalytics.com) agree not to use or sell any pharmacy information obtained from InStockRx platform (InViewAnalytics.com) for any purpose beyond finalizing the transaction that took place on the InStockRx platform (InViewAnalytics.com). Any pharmacy or wholesaler who violate this agreement will face fines ($250,000 per incident) and privileges on InStockRx platform will be terminated.
- 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. All other information must not contain any malware, viruses, or programming intended to corrupt or seize any system data or personal information. Furthermore, all information provided must be free of fraud, obscenities and defamation of any third party. You identify and correspond that our collective “Intellectual Property'' (our patents, trademarks, trade names, service marks, copyrights and other intellectual property) are and will remain our exclusive solitary property. This agreement will not bestow in you any right of ownership or license rights in our Intellectual Property Ultimately, you agree that you will not now or in the future dispute the legitimacy of InViewAnalytics.com’s Intellectual Property. InViewAnalytics.com allows all registered users to gain from developments that are branded and patent-pending to InStockRx. The performance of this website is subject to an impending patent and is not currently accessible to the public. Upon USPTO issuing a patent, the business methods empowered by this Website, the functions of this Website constitute the confidential trade secrets of InStockRx. By allowing yourself and your organization to the benefits of the proprietary processes enabled by this Site, you and your organization agree not to reverse engineer, embezzle, independently create, reveal, or otherwise make use of the trade secrets represented on this Site. You agree that in any dispute relating to this proviso, that you and the organization on whose behalf you act hold the burden of verifying with clear and undoubted evidence that you solely possessed a particular trade secret prior to being exposed to the Site. In any dispute arising from this portion of the Agreement, the dominant party shall have its expenses (including but not limited to reasonable attorney fees) compensated for by the non-prevailing party.
If your prescription drugs were lost during shipment, email us immediately at: email@example.com. InStockRx and it's affiliates are not responsible for any damages or lost profits that result from any matters that arise during the shipping process. Seller will not be credited for lost or damaged products. It is the seller responsibility to purchase extra insurance from FedEx if they desire.. All communications between buyers and sellers must be done via InViewAnalytics.com or InStockRx Inc..
FROZEN/REFRIGERATED ITEMS MUST BE SHIPPED MON-THU VIA FedEx PRIORITY OVERNIGHT
If you are shipping a frozen or refrigerated item(s), remember to:
- Refrigerate/freeze products prior to packaging per manufacturer's guidelines.
- Precool an expanded polystyrene (EPS) container.
- Double bag items if shipment contains liquid or perishables that might melt or thaw.
- Arrange items compactly, but leave space around the items for coolant/dry ice.
- Seal properly
FOR FedEx GROUND SHIPMENTS:
- DO NOT use FedEx Express envelopes or packaging.
- DO NOT use FedEx Drop Boxes.
- MAKE SURE a sturdy box with packaging is used.
SHIPPING AGREEMENT: Shipping items must comply with the Prescription Drug Marketing Act (PDMA), the 2013 Drug Supply Chain Security Act (DSCSA), other laws and Sellers policies. The pharmacist whose signature appears on the signature block represents and warrants he/she is a representative or the member shown and duly authorized to certify that all salable goods shown: have been stored and handled under manufacturers temperature and storage requirements while in members possession, other than information provided, has not been otherwise damaged and, to the best of his/her knowledge, are salable in accordance with applicable laws and regulations, and were not dispensed or otherwise sold by member or transferred to member from another location. Furthermore, contents and quantity of the prescription drugs agree with this form. Final credit amount may be changed to reflect goods that are damaged or missing or do not conform with InStockRx Inc. (DBA InViewAnalytics.com) shipping policy.
DISCLAIMER: You agree to indemnify and hold InStockRx Inc. (DBA InViewAnalytics.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.
- InStockRx Inc. prohibits the direct contact of buyers and sellers and require all communication done via InViewAnalytics.com
- InStockRx 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.
- Sometimes, InStockRx works with third parties that conduct marketing campaigns where you can opt into receiving materials and where you agree to provide us with your Company name,contact information or any information used during the registration process. We use this information to fulfill your request for InStockRx materials and as specified by these marketing campaigns. If you receive materials you don’t want from us, please email firstname.lastname@example.org and we’ll remove your contact info from our marketing lists.
- Pharmacies, that are buying or selling products on InViewAnalytics.com marketplace agrees to all ACH rules and regulations set by law. Both buying and selling pharmacies agree to indemnify and hold InStockRx Inc. (DBA InViewAnalytics.com) safe from any claim asserted by any party that involves, relates to, or concerns any of ACH fraud or misrepresentation. Pharmacy legal entity and it owners will be held liable and agree to pay all transaction and fees due including all legal fees (due to InStockRx Inc./DBA InViewAnalytics.com) if such a case arise. Transactions dishonored by the receiving depository financial Institution and returned to buyer will be subject to a processing fee and fines.
- InStockRx 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 InStockRx Inc., affiliates or InViewAnalytics.com harmless) . InStockRx also allows independent pharmacies to search drug wholesalers' inventories as well as inquire within fellow independent pharmacy regarding drug availability due to shortage or back order. InStockRx Inc. (DBA InViewAnalytics.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.
- Buyer’s Representations. As a Buyer, you grant seller 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 email@example.com.
- All licensed professionals (Pharmacies, Doctors and Wholesalers) that utilize any of InStockRx services are to inform us in writing (EMAIL US) within 3 business days of any changes in license status or change of address. Any delays beyond the grace period of 3 business days will give InStockRx Analytics Inc. and its affiliates will charge YOUR ACCOUNT $1000 per calendar day after the allowed grace period. If your bank account is closed or comes back with insufficient funds you and your entity both are held responsible for all charges accumulated including any legal fees incurred.
- Doctors that order Medications on InStockRx Marketplace from licensed wholesalers attest that all medications orders are for office use only and hold InStockRx Inc. and its affiliates harmless and assume all legal & financial responsibilities and will follow all applicable rules and regulations (Including Federal and state laws). If any issue arises between Doctors and wholesalers/FedEx InStockRx Inc. will do its best to resolve any issues, but ultimately not responsible for any financial losses incurred by any party involved.
- I hereby authorize InStockRx Inc. to initiate the entries to my accounts in relation to transactions I execute InViewAnalytics.com. I understand that this authorization will remain in effect until I cancel it in writing, and I agree to notify InStockRx Inc. 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. If the above noted payment dates fall on a weekend or holiday, I understand that the payments may be executed on the following business day. For ACH debits to my checking account, I understand that because these are electronic transactions, these funds may be withdrawn from my account as soon as each order is placed. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF) I understand that InStockRx Inc. 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 which will be initiated as a separate transaction from the authorized recurring payment. I acknowledge that the origination of ACH transactions to my account must comply with the provisions of U.S. law. I certify that I am an authorized user of this bank account and will not dispute these scheduled transactions with my bank; so long as the transactions correspond to the terms indicated in this authorization form. 3 NSF or 1 account closed incident per calendar year will 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.
- InStockRx reserves the right to delete any listing and/or modify drug price to align with market price.
- Registered pharmacies on InStockRx pharmacy marketplace attest that there are open for business and engaged in patient care.
- Failure to pay for purchased products on InStockRx 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. InStockRx 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 dues from the buyer directly and/or take legal action against the buyer.
- Release. InStockRx 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 InStockRx 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 InStockRx shall not be deemed a party to any contract by and between Seller and Buyer.
Electronic Signature. You agree that you have read, understand, and bound by, meet, and will continue to meet, all of the terms and conditions above, (b) agree that you are providing the legal equivalent of your handwritten signature, and (c) agree to print and/or save a copy of this Agreement for your records. This Agreement is effective upon completion of registration, please scroll up through this Agreement to review important provisions regarding arbitration, limitation of InStockRx's and its content providers' liability, waivers and indemnities, and other important provisions. The fees and other charges for InStockRx'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.