Terms of service

Thank you for choosing EzriRx. The below are our Terms of Service. We request that you read the below and agree to them prior to using our service. You agree that by registering with EzriRx and/or using EzriRx Services, you consent to this Terms of Service.

Last updated: September 2, 2016

1. Definition

  1. “Buyer” refers to a party that intends to sell Pharmaceutical Products to Sellers.
  2. “Lawful Transaction” refers to transactions that comply with the applicable federal and state laws, including the federal Food, Drug, and Cosmetic Act (Drug Supply Chain Security Act), Controlled Substances Act, and other federal and state laws, such as state laws requiring licensure of wholesale distributors.
  3. “Parties” refers to both Sellers and Buyers.
  4. “Pharmaceutical Products” means any articles marketed or distributed by the Seller, or returned by the Buyer, intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in man or other animals, or any articles other than food intended to affect the structure or any function of the body of man or other animals, or articles intended for use as a component of any article specified above (e.g., drugs or medical devices).
  5. “Seller” refers to a party intending to sell Pharmaceutical Products to Buyers.
  6. “Services” means any activity intentionally conducted by EzriRx that are intended to bring benefits to the Seller or the Buyer through the EzriRx platform.
  7. “Third Party” refers to a party that is not owned by any of the Parties, and by EzriRx.
  8. “Transaction Value” means the sum of the entire monetary amount the Seller charges the Buyer for sale of Pharmaceutical Products, including any shipping and handling, but does not include any taxes. If the Buyer does not make the required payment in full, the Transaction Value shall be defined as the amount that the Buyer promised or owes the Seller for the purchase of Pharmaceutical Products.

2. EzriRx Function

  1. EzriRx provides Services and platform for the Parties to negotiate and conduct sales of Pharmaceutical Products.
  2. By registering for EzriRx Services, you authorize a Third Party payment processor of EzriRx’s choosing to process payments on your behalf, including payment, receipt, and transfer of the funds to the Parties and EzriRx.
  3. EzriRx will always strive to provide you the best service it can. EzriRx shall not be liable or responsible for any disruptions or breakdowns of EzriRx platform, Services, or any disruptions or breakdowns of the Third Party payment processor service.

3. Disclaimers

  1. EzriRx only provides a platform for the Parties to negotiate and conduct transactions.
  2. EzriRx is not involved in any actual transaction and is not a party to any transactions.
  3. Despite EzriRx’s best efforts, EzriRx does not and cannot guarantee the quality, legality or safety of Pharmaceutical Products sold and advertised through EzriRx. EzriRx is not responsible for any damages arising from any of the Pharmaceutical Products sold through EzriRx platform.
  4. Despite EzriRx’s best efforts, EzriRx cannot guarantee the truthfulness or accuracy of marketing materials used by the Parties.
  5. Despite EzriRx’s best efforts, EzriRx cannot guarantee the Parties’ identities or the abilities to conduct transactions.
  6. By registering for and using EzriRx Services, you grant EzriRx a non-exclusive, sub-licensable, transferable, royalty-free, worldwide license to use any content and materials that you post on EzriRx platform. In particular, we may use the content and material to promote EzriRx’s or your services.

4. Eligibility

  1. By registering, you represent and warrant that you have the legal actual authority, right, and the power to enter into contracts and to bind the business entity that becomes registered for EzriRx Services.
  2. By registering, you represent and warrant that all of the information that you provide is truthful and not misleading.
  3. By registering, you authorize EzriRx and any of its designated representatives to conduct any background check on your company and its employees that EzriRx deems necessary at its sole discretion. The background check’s scope may include, but is not limited to wholesale distributor licenses, pharmacy licenses, social security number verification, credit reports, current and previous residences, employment history, civil and criminal history records from any criminal justice agency in any or all federal, state, county jurisdictions.
    1. EzriRx shall provide a copy of the background check report if EzriRx conducts a background check, and you request a copy.

5. Prohibited Acts

  1. The Parties shall not engage in any transactions other than Lawful Transactions. Additionally, you also agree you will not violate any written policies and guidance issued by EzriRx whether before or after you agree to this Terms of Service. You agree that any written policies and written guidance are considered to be incorporated into this Terms of Service, whether they are issued before or after you agree to this Terms of Service.
  2. The Parties shall not violate any federal or state laws and regulations when distributing Pharmaceutical Products through EzriRx. By registering for and using EzriRx Services, the Parties represent that they and their Pharmaceutical Products comply with all applicable federal and state laws and regulations for Pharmaceutical Products, including but not limited to:
    1. Sellers must hold valid wholesale distributor licenses from individual states as applicable. Sellers must conduct necessary due diligence to ensure the Pharmaceutical Products sold to Buyers comply with federal and state laws and regulations.
    2. Buyers must possess valid licenses to purchase and dispense the Pharmaceutical Products it purchases from Sellers through EzriRx Services, if necessary. Buyers shall not purchase Pharmaceutical Products from Sellers through EzriRx Services with the intent of selling, using, dispensing, diverting, or causing others to use the Pharmaceutical Products for any unlawful purposes violating federal and state laws and regulations, or for any purposes that a reasonable person knows to have the potential of harming EzriRx, its ongoing business, future business prospects, employees, or its reputation.
  3. Diversion of Sales to Outside of EzriRx Domain — The Parties shall not engage in, make offer to, or accept offer to divert any transactions to a domain other than EzriRx or to use another payment process other than as described in Section 4. Such conduct shall result in immediate termination of EzriRx Services, and will subject any responsible Party to civil liabilities.
  4. Intellectual Property Rights — Sellers shall not sell any Pharmaceutical Products that infringe any intellectual property, including patents, trademarks, and copyrights. Buyers shall not purchase any Pharmaceutical Products knowing that they infringe any intellectual property, including patents, trademarks, and copyrights.
  5. The Parties shall not engage in any conduct that causes or has the potential to cause harm to EzriRx, including but not limited to, its ongoing business, future business prospects, employees, or its reputation.
  6. Should the Seller’s registration for EzriRx Services be terminated for any reason, the Seller shall not use the Third Party payment processor system that the Seller signed up for as describe in Section 4.a., and shall cancel the Third Party payment processor system registration within 30 calendar days of EzriRx Services termination.
  7. The Parties shall not disclose its EzriRx account information, including the log-in password, to any person or business that does not absolutely need the account information on a long-term daily basis to conduct its lawful business.

6. Seller Obligations

  1. In order to conduct credit card transactions, Sellers shall sign up for a Third Party payment processor of EzriRx’s choosing, with the sign-up fees to be paid by EzriRx as described in Fee Schedule, which you agree is incorporated by reference into this Terms of Service.Sellers shall make payments according to the terms outlined in the Fee Schedule, which you agree is incorporated by reference into this Terms of Service.
  2. Sellers may take payments from Buyers through Automatic Clearing House (ACH) systems, or through credit card transactions utilizing a Third Party payment processor of EzriRx’s choosing.
  3. In order to conduct ACH payment transactions, Sellers must open a "White Label" account provided by a Third Party payment processor of EzriRx’s choosing – such as Dwolla, Inc. ("Dwolla") – in order to facilitate payments through ACH services. You must accept the Third Party payment processor’s Terms of Service and Privacy Policy. Any funds held in the Third Party payment processor’s account are held by the Third Party payment processor’s financial institution partners as set out in the Third Party payment processor’s Terms of Service. You authorize EzriRx to share your identity and account data with the Third Party payment processor for the purposes of opening and supporting your account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your account through EzriRx application, and Third Party payment processor account notifications will be sent by EzriRx, not by the Third Party payment processor. EzriRx will provide customer support for your account activity, and can be reached at EzriRx.com, [email protected] and/or 718-502-6610.
  4. Sellers shall be responsible for collecting and remitting any applicable taxes to government authorities. Sellers shall be resolving any tax issues arising from each transaction.

7. Buyer Obligations

  1. Buyer agrees to pay Seller the Transaction Value amount, and any applicable tax, that Buyer and Seller agree to during the sale of the Pharmaceutical Products.
  2. Buyer hereby agrees that Buyer authorizes EzriRx to charge Buyer using Buyer’s credit cards, debit card, or ACH transaction information that Buyer provided EzriRx if Buyer does not pay Seller the Transaction Value amount and any applicable tax within ____ days of the Transaction Date. EzriRx may obtain updated card information from card networks, issuers, or other third-party sources.

8. Changes to Terms of Service

  1. EzriRx reserves the right to modify this Terms of Service at any time, by notifying the Parties 30 calendar days in advance through any contact information the Parties provide during registration, and posting the new Terms of Service on its website.

9. Termination of Services

  1. EzriRx reserves the right to suspend or cancel any transactions or any EzriRx Services registration that it deems necessary. However, EzriRx shall provide the Parties affected by its suspension or cancellation reasons for such suspension or cancellation.
  2. EzriRx reserves the right to refuse Services to any party.
  3. Termination of EzriRx Services does not absolve or affect any obligations owed by the Parties to EzriRx prior to the termination.

10. Governing Law & Disputes

  1. The State of New York law shall govern all terms and conditions in this Terms of Service.
  2. For any disputes between EzriRx and a Party, the dispute shall be resolved through binding arbitration rather than litigation in court. The arbitration will be conducted by the American Arbitration Association (AAA) and it will be governed by the AAA’s applicable rules.
  3. The Parties agree to conduct all its dispute resolution proceedings on individual bases, and not through a class action.
  4. As specified in Section 8, EzriRx is not a party to the transactions between the Parties. In any dispute between the Parties, each Party shall release EzriRx and its agents and employees from any and all claims and demands for damages, including but not limited to all actual and consequential damages.

11. Indemnification

  1. You agree to indemnify, defend and hold harmless EzriRx, including its agents and employees, from and for any disputes, claims, penalties, judgments, and costs resulting from your engagement in any of the Prohibited Acts described in Section 3, any other violation of this Terms of Service, or any other conduct that harms or had the potential of causing harm to EzriRx or its employees in a reasonable person’s view.