Terms of Service - Inventory exchange for independent pharmacies

TERMS OF SERVICE AGREEMENT

Last Updated: March 21, 2023

1. Introduction

Welcome! You are entering into this Agreement with RxPost Inc. (as applicable “RxPost”, “We”, “Our”, or “Us”). When You (individually, or the entity that You represent, each a “User”) access Our Services, You are agreeing to the Terms of Service (the “Agreement”) below. By accessing the Services, You agree to be bound by this Agreement, and any additional terms referenced herein, including Our Privacy Policy which sets out the terms in which We process any Personal Data collected from You, or provided to Us. In agreeing, You also represent that You have the authority to bind Yourself and/or the company You represent. Capitalized terms are as defined throughout this Agreement. As we may modify any terms herein at any time You should periodically visit this page to review all current terms.

Please read the following Terms of Service Agreement carefully. It is the responsibility of you, the User, Customer, or prospective Customer to read the terms and conditions before proceeding to use this site. If you do not expressly agree to all of the terms and conditions, or any revised version, then please do not access or use our sites or our services.

2. Services

This Agreement applies to RxPost services, and the websites located at https://www.rx-post.com, https://app.rx-post.com, (collectively, the “Service(s)”). The Service provides an online social marketplace where Users can list and sell items (“Items”). Users who purchase Items are called “Buyers”, and Users who sell Items are called “Sellers”. Users may be both Buyers and Sellers on the Service. In using the Service, Buyers and Sellers enter into a contract for the sale and purchase of Items directly between themselves, and RxPost is not a party to such sale or purchase.

There are risks that you assume when dealing with others, and these risks are borne by You alone, and not RxPost. You are solely responsible for your evaluation of, and decision to use, the Service, Buy, Sell, or transact any business or communications on the Service, and will be liable for all of Your actions on the Service.

3. Registration

You are responsible for Your use of the Service, and any use of the Service made using Your account. The personal information You provide to us is governed by the Privacy Policy. You acknowledge RxPost may establish policies and practices concerning use of the Service, including policies that may delete or remove content or data, terminate inactive accounts, and any other policies and practices in RXPost’s business interest. You further acknowledge that RxPost reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

To register, you must be at least 18 years of age to enter into and form a legally binding contract. In addition, you must be a currently licensed California pharmacy owner or a currently licensed California pharmacist in good standing and not an individual that has been previously barred from receiving RxPost’s Services under the laws and statutes of the United States or other applicable jurisdiction.

When you register, you must provide personal information, legal business information, and may be required to upload related documents to verify your personal and business identity. Once you register with RxPost and sign in to our Services, you are no longer anonymous to us.
Furthermore, the registering party hereby acknowledges, understands and agrees to:

a. furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and
b. maintain and promptly update your registration and profile information in an effort to maintain accuracy and completeness at all times.

If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, RxPost will have sufficient grounds and rights to suspend or terminate the Member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of RxPost Services, or any portion thereof.

In order to use the payment functionality of RxPost’s application, you must open a “Dwolla Platform” account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla’s financial institution partners as set out in the Dwolla Terms of Service. You authorize RxPost to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through Dwolla’s application, and Dwolla account notifications will be sent by RxPost, not Dwolla. RxPost will provide customer support for your Dwolla account activity, and can be reached at info@rx-post.com.

The service is not available to temporarily or permanently suspended members of the Service. RxPost reserves the right to refuse access to the Service, or terminate the account of any User, at its sole discretion and for any reason or no reason at all. You are responsible for maintaining the confidentiality of your password and account and will be fully responsible for any and all activities that occur under your account. You agree to immediately notify Us of any unauthorized use of Your account or any other breach of account security. RxPost will not be liable for any loss or damage arising from your failure to comply with this Section.

4. Proprietary Rights

You do hereby acknowledge and agree that RxPost’s Services and any essential software that may be used in connection with Our Services (“Software”) shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by RxPost or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on RxPost Services (e.g. Content or Software), in whole or part.

RxPost herein has granted You personal, non-transferable and non- exclusive rights and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, You do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to Our Services. Lastly, you also agree not to access or attempt to access Our Services through any means other than through the interface which is provided by RxPost for use in accessing Our Services.

5. Third Party Services

RxPost may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third Party Service(s)”) which may also provide to You links to sites, email and telephone correspondence and other offers outside of the RxPost network. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to Your use of any such provided Third Party Services. You are responsible for evaluating whether You want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the RxPost network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because You may give the operator permission to use Your information outside of what You have agreed to herein. RxPost is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.

6. Third Party Material

RxPost will not be liable in any way for (1) any items or content on the Service posted by third parties, other users, or at the direction of users (all, “Third Party Materials”), or (2) any errors, omissions, loss, or damage of any kind as a result of such Third Party Materials on the Service; and you acknowledge that Poshmark does not, and is under no obligation, to review, screen, or inspect any Third Party Materials on the Service, although RxPost reserves the right to do so, and remove Third Party Materials at Our sole discretion. You agree that you bear all risk associated with the use, reliance, condition, accuracy, completeness, or usefulness of Third Party Materials.

7. Referrals and Credits

RxPost may offer credits or discounted fees to existing users, for any reason, at the sole discretion of RxPost, including, but not limited to, users who refer new users to the Service (who have not previously used the Service) using the invite code provided by RxPost to those existing users and may also make certain credits or discounted fees available to the new users who are referred by an existing user. The requirements to earn, the number of, and value of, these credits (if any) will be determined by RxPost. RxPost Credits are not redeemable for cash or cash equivalents, and are non-transferrable or applicable to prior purchases and cannot be sold, made available to the general public, or acquired via public distribution. Suspended accounts are prohibited from using RxPost Credits during suspension. Other restrictions may apply. We may cancel credits at any time, upon thirty (30) day notice to You. RxPost may modify, update, or terminate this program without notice, and RxPost reserves the right to enact any rules and regulations with respect to the program, including earning and use limits, as well as invalidation or expiration of credits. You may apply credits subject to the terms in which we grant the credit. Credits may expire prior to your use, cancelled at any time, or the terms of use modified, at no liability to, and under the sole discretion of RxPost.

8. Your Responsibilities

You are solely responsible for the accuracy of all information, posts, data, text, comments, or any other materials (“Content”) that you upload, post, publish, transmit, or display (“Post”) via the Service. The following are examples of Content, Postings, or Use of the Service that is illegal or prohibited by RxPost. RxPost may investigate, take legal action, or perform any other action it deems necessary or warranted in managing the Service, Your Content, Posting, or Use, without limitation, including preservation of such information for investigative purposes.

You agree to not use the service to (1) provide any Content, Postings, or otherwise that are unlawful, harmful, violent illegal, infringing on third party rights, objectionable, pornographic, libelous, invasive, encouraging money laundering, gambling or any other unlawful or unwarranted behavior. (2) violate any law, rule, or regulation, including any anti-spam, data privacy, or other restriction that may be applicable to Your use of the Service (3) create any derivative works or reviser engineer any part of the Service, or put unreasonable load on the Service infrastructure or disrupts the networks connected to the Service (4) promote any illegal activity or enterprise (5) stalk, harass, bully, impersonate or solicit information from anyone, especially those that are under the age of 18 (6) copy, scrape, harvest or use automated systems to collect contact information from the Service for use outside of those intended by this Terms of Service (7) to sell or transmit anything you don’t have a right to sell or transmit under law or existing relationship (8) pose a privacy or security risk (9) infringe on anyone’s intellectual property (10) spam any users with email, junk mail, fraud, schemes, or the like (11) transmit or upload viruses, worms, or interfere with the Service, or (12) take any action or inaction which Poshmark, in its sole judgment, believes is questionable or could cause harm or liability.

You are responsible for fulfilling the order with the exact Prescription Drug(s) that You posted. The fulfillment of confirmed orders, including shipment and delivery of Prescription Drugs, is solely Your responsibility. You may be charged a cancellation fee if You are unable to produce the exact Prescription Drug(s) in the order. The cancellation fee is equal to 10% of the order amount not to exceed $10 (the “Cancellation Fee”). RxPost is not responsible for any errors made by You in the posting or pricing of Prescription Drugs and is not liable for any such errors. You agree to honor the price posted when fulfilling the order. RxPost may waive any Cancellation Fee in its sole discretion. Repeated occurrences resulting in Cancellation Fees by You may result in temporary suspension or permanent removal from the marketplace.

You may post (place for sale) the Prescription Drugs to the Site. You assign a price to the Prescription Drugs and provide information such as the National Drug Code (NDC), lot number, expiration date, per unit price, GTIN or serial number (if applicable) and package condition in accordance with Our Terms. You attest the item has been stored and handled pursuant to the manufacturer’s temperature and storage requirements, was not purchased using government discount programs or preferred pricing, is not restricted to a limited distribution network, and was acquired from a manufacturer or wholesaler in compliance with the 2013 Drug Supply Chain Security Act (the “DSCSA”). You can make changes to any open field of an open posting or remove the posting from the Site.

Upon request of the Buyer, RxPost, or any governmental regulatory agency, You must provide within the amount of time required by applicable state or federal law or 48 hours, whichever is less, the pedigree (aka wholesaler invoice) 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. At the sole discretion of RxPost, member pharmacies that do not provide a pedigree and/or Transaction History when requested will be subject to a penalty equal to the greater of $100 or 10% of the item value, and may be subject to termination of membership.

9. Your Content

As Users of Our Services, all information, including items, messages, offers, purchases, sales, etc. that You post, transmit, or submit through Our Services (“Content”) is intended to be shared with other Users. By submitting any Content to us, You hereby represent and warrant that You own all rights to the Content or, alternatively, that You have the right to give us the license described below, including the correct and legal permissions and consents for any personally identifiable information you may provide to, or upload by way of, the RxPost Service(s). By posting or otherwise transmitting any User Content you hereby grant and will grant to RxPost and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, make derivative works of and otherwise use in any manner your User Content in connection with the operation of the Service or any other products or services of RxPost, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your User Content on the Internet or on Third Party Services such as Facebook, sharing it with blogs, etc., and allowing other users to share posts that include your User Content). You further represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We are not under any obligation to review any Content posted by Our Users on Our Services, although We reserve the right to do so with or without notice, to prevent or rectify any alleged violations of this Agreement or any applicable law. We reserve all defenses made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations. We may refuse to accept or display the Content, and may remove or delete all or any portion of the Content at any time. You understand that RxPost is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of RxPost. You further understand and acknowledge that You may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the RxPost Parties with respect thereto. Any and all Content You upload is not considered confidential by RxPost, will be treated as public information, and You agree and understand is intended to be shared with other users of our Services as well as third parties, all in RxPost’s sole discretion, and RxPost has no control or liability over what other users do with your Content. You understand and agree that RxPost will not be liable for any treatment of your Content as confidential and waive all rights with respect to any such claims of confidentiality. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service (“Contributions”), provided by you to Poshmark are non-confidential and RxPost shall be entitled to the unrestricted use and dissemination of these Contributions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. If you do not agree that your Content will be considered public and will not be considered confidential, you must not use the Service.

10. Intellectual Property Rights

You acknowledge the Service contains images and descriptions that are third party content (“Service Content”) that is protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. RxPost retains all rights to Our intellectual property. You agree you will not copy, modify, scrape, distribute, create derivative works, or the like, or do or perform any other action with the Service Content or RxPost intellectual property that you are exposed to through our Service not explicitly authorized by this Agreement. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by RxPost. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Poshmark.

Subject to, and conditional upon Customer’s continued and full compliance with all of the terms and conditions in this Agreement, RxPost grants to You during the Term, a revocable, nontransferable, nonexclusive, limited license and right to access and use the Services and the Site solely for its internal business purposes. RxPost acts as a marketplace only to allow You to interact. In all cases, the submission and confirmation of orders are transactions between Customers only. The fulfillment of confirmed orders, including DSCSA compliance, and delivery and shipment of Prescription Drugs, are Your responsibility. In the event You have a dispute, You agree to release RxPost (and its officers, directors, employees, agents, parent subsidiaries, affiliates, co-branders, partners and any other third parties) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute. You further agree that RxPost shall not be deemed a party to any contract by and between Customers.

11. Infringement Policy

RxPost will always respect the intellectual property of others, and we ask that You do the same. With regards to appropriate circumstances and at its sole discretion, RxPost may disable and/or terminate the accounts of any User who violates our Agreement and/or infringes the rights of others. If you feel that Your work has been duplicated in such a way that would constitute copyright infringement, or if You believe your intellectual property rights have been otherwise violated, you should provide to us the following information:

a. The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
b. A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
c. A description of the location of the site which you allege has been infringing upon your work;
d. Your physical address, telephone number, and email address;
e. A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
f. And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is truthful and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner’s behalf.

The RxPost Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Mailing Address:

RxPost
Attn: Copyright Agent
578 Washington Blvd 777
Marina Del Rey, CA 90292
Email: support@rx-post.com

12. Purchase and Sale Transactions

i. Risks, No Warranty. You assume certain risks in using a marketplace service such as RxPost. RxPost is not involved with, nor provides a warranty for, any transaction between Buyer and Seller, nor has title to any Items, and is not the Buyer or Seller in any transaction. You as a Buyer and/or Seller assume, agreement, and understand You bear all of the risks in selling or purchasing of items on the Service.
ii. Fees. You grant RxPost permission to charge your bank account for the purchase of Products and other related expenses and for any fees associated with the violation of the terms of this Agreement. RxPost charges a 10% fee to the Seller for each successful transaction completed through the website. Each individual transaction is limited to $10,000.
iii. Sellers. You agree that You have all rights necessary to sell the Items you make available, and will describe such Items truthfully, accurately, and completely.
iv. Buyers. You are solely responsible for reading and reviewing the Prescription Drug post before making an offer or purchasing. The contract to purchase is between You and the Seller, not RxPost.
v. Purchases. Buyers may offer to purchase Prescription Drugs from Sellers, and once accepted, this is considered a purchase, and a binding contract. Upon purchasing a Prescription Drug, a Buyer is obligated to remit payment for the Prescription Drug to RxPost including any shipping or additional fees listed. RxPost is not an auctioneer, nor is it a Seller or carrier. Service includes pricing, posting, and shipping assistance, but RxPost is not a Buyer or Seller of Prescription Drugs. RxPost may delay any Purchase for purposes of fraud detection or to protect users from other illegal or wrongful activities. All Purchases are final, with no returns, refunds, cancellations, or retractions allowed, except where (a) Buyer cancels an order within three (3) hours of purchase, or (b) the Purchase is cancelled where explicitly permitted by RxPost or where applicable, a Seller.
vi. Shipping. RxPost will provide Seller with a prepaid shipping label to send the Prescription Drug to the Buyer (RxPost reserves the right to discontinue providing Labels to any or all users at any time and for any reason). Seller must then deliver Prescription Drug to Buyer. Seller must ship Prescription Drug within two (2) business days of receipt of the label, if Seller does not ship the Prescription Drug We will notify Seller and provide a set amount of time for shipping before the order will be cancelled. When using a label Seller must only use label to ship applicable Prescription Drug, is fully responsible for contents of parcel, comply with all terms and comply with all conditions of the shipping carrier. Title transfers to Buyer upon shipment. If Prescription Drug is lost, damaged, late, or arrives not as expected to Buyer, Buyer must report issue to RxPost by end of day after delivery. Once Buyer confirms receipt and acceptance of Prescription Drug, either by affirmatively notifying RxPost or failing to notify RxPost by end of day of delivery (as determined by tracking information), RxPost will credit Seller’s account with amount equal to Purchase price, minus RxPost’s commission, and any applicable fees (the “Funds”) set forth in our Fee Policy. Funds may be redeemed by Seller through RxPost permitted third party payment provider(s), or used by the Seller to purchase items posted by other Sellers through the Service.
vii. Payments. Buyers may pay for Prescription Drugs using payment methods approved by RxPost, and RxPost will receive payment from Buyer on behalf of Seller. By submitting payment information to RxPost You authorize Us to, with your confirmation, charge You for any Prescription Drugs purchased.
viii. Fee Modifications. We may change or discontinue, temporarily or permanently, some or all fees for the Service, and such changes will be effective upon Our revision of the Fee Policy.
ix. Shipping Costs. Buyers are responsible for any shipping costs (as detailed in the Fee Policy) incurred with respect to their purchased Item.

13. Disclaimer of Warranties

YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
a) THE USE OF RXPOST SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. RXPOST AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

b) RXPOST AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) RXPOST SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) RXPOST SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE RXPOST SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF RXPOST SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
d) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM RXPOST OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
e) A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

14. Limitation of Liability

YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT RXPOST AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:

a. THE USE OR INABILITY TO USE OUR SERVICE;
b. THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
c. UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
d. STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
e. AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.

15. Indemnity

You agree to insure and hold RxPost, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party which may arise from any content a Member or User of our site may submit, post, modify, transmit or otherwise make available through our Services, the use of RxPost Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.

15. Notice

RxPost may furnish you with notices, including those with regards to any changes to the Agreement, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be hereinafter developed. Any such notices may not be received if you violate any aspects of the Agreement by accessing our Services in an unauthorized manner. Your acceptance of this Agreement constitutes your agreement that You are deemed to have received any and all notices that would have been delivered had You accessed our Services in an authorized manner.

16. Trademark Information

You herein acknowledge, understand and agree that all of the RxPost trademarks, copyright, trade name, service marks, and other RxPost logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of RxPost. You herein agree not to display and/or use in any manner the RxPost logo or marks without obtaining RxPost‘s prior written consent.

17. Infringement Policy

The RxPost Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:

Mailing Address:

RxPost
Attn: Copyright Agent
578 Washington Blvd 777
Marina Del Rey, CA 90292
Email: support@rx-post.com

18. Modifications

RxPost shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our Service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to You or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.

19. Termination

You may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to support@rx-post.com.
You agree that RxPost may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:

a. any breach or violation of our Agreement or any other incorporated agreement, regulation and/or guideline;
b. by way of requests from law enforcement or any other governmental agencies;
c. the discontinuance, alteration and/or material modification to our Services, or any part thereof;
d. unexpected technical or security issues and/or problems;
e. any extended periods of inactivity;
f. any engagement by you in any fraudulent or illegal activities; and/or
g. the nonpayment of any associated fees that may be owed by you in connection with your RxPost account Services.

Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.

The termination of your account with RxPost shall include any and/or all of the following:

a. the removal of any access to all or part of the Services offered within app.rx-post.com;
b. the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
c. the barring of any further use of all or part of our Services.

20. Advertisers

Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between You and any such advertiser. Moreover, you herein agree that RxPost shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our website.

21. Links

Either RxPost or any third parties may provide links to other websites and/or resources. Thus, You acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, You acknowledge and agree that RxPost shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.

22. Conduct

You herein acknowledge, understand and agree that all information, text, software, data, messages, or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that You are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of the RxPost Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by RxPost.

Furthermore, you herein agree not to make use of RxPost’s Services for the purpose of:

a. uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
b. causing harm to minors in any manner whatsoever;
c. impersonating any individual or entity, including, but not limited to, any RxPost officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
d. forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
e. uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
f. uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
g. uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;
h. uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
i. disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other Users’ ability to participate in any real time interactions;
j. interfering with or disrupting any RxPost Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
k. intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
l. providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance to Section 219 of the Immigration Nationality Act;
m. “stalking” or with the intent to otherwise harass another individual; and/or
n. collecting or storing of any personal data relating to any other Member or User in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.

RxPost herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the Agreement or which would otherwise be considered offensive to other visitors, Users and/or Members.
RxPost herein reserves the right to access, preserve and/or disclose Member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

a. compliance with any legal process;
b. enforcement of the Agreement;
c. responding to any claim that therein contained content is in violation of the rights of any third party;
d. responding to requests for customer service; or
e. protecting the rights, property or the personal safety of RxPost, its visitors, Users and Members, including the general public.

RxPost herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by RxPost or any other content providers supplying content services to RxPost. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services.

Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.

23. Closed Captioning

BE IT KNOWN, that RxPost complies with all applicable Federal Communications Commission rules and regulations regarding the closed captioning of video content. For more information, please visit our website at www.rx-post.com.

24. Choice of Law and Forum

It is at the mutual agreement of both you and RxPost with regard to the Agreement that the relationship between the parties shall be governed by the laws of the state of California without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the Agreement, or the relationship between you and RxPost, shall be filed within the courts having jurisdiction within the County of Los Angeles, California or the U.S. District Court located in said state. You and RxPost agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

25. Waiver and Severability of Terms

At any time, should RxPost fail to exercise or enforce any right or provision of the Agreement, such failure shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.

26. Statute of Limitations

You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the Agreement must be filed within 3 year(s) after said claim or cause of action arose or shall be forever barred.

27. Violations

Please report any and all violations of this Agreement to RxPost as follows:

Mailing Address:

RxPost
578 Washington Blvd 777
Marina Del Rey, CA 90292
Email: support@rx-post.com