User Agreement.  These Terms of Use (“Terms”) apply to all visitors (“You”) of the public website of ProPharma Distribution, LLC (“We” or “Us”) located at the web address of http://www.ProPharmaUSA.com, and to all registered users of our customer account portal available through that site at the web address of https://T3.ProPharmaUSA.com/ (collectively, the “Website”). 

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All access to and use of our Website is subject to these Terms of Use, which govern all of the Website’s pages, portions, features or services that we own or control, whether now existing or developed in the future.  By visiting, browsing or otherwise using the Website, you accept and agree to be bound by these Terms of Use (the “Agreement”).  You also understand that our current Privacy Policy will apply to the collection, use and disclosure of information from you, including your personally-identifiable information, when you visit our Website or when you otherwise communicate electronically with us.    

 

PLEASE READ THIS FULL AGREEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND OBLIGATIONS.  IF YOU DO NOT CONSENT TO THIS AGREEMENT, YOU SHOULD REFRAIN FROM ACCESSING OR USING OUR WEBSITE OR ANY OF THE CONTENT OR SERVICES AVAILABLE ON THE WEBSITE.  YOU UNDERSTAND THAT IF YOU DO ACCESS AND/OR USE OUR WEBSITE, THEN YOU WILL BE DEEMED TO HAVE CONSENTED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

Changes to these Terms.  We reserve the right, in our sole discretion, to update or revise these terms from time to time, and at any time, without notice to you.  You agree that all such changes are effective immediately when we post them on the Website, and will govern your access to and browsing of the Website that occurs subsequent to them being posted online.  Each time that you access this Website you will be deemed to have agreed to the then-current Terms, and it is therefore important that you check these Terms whenever you access the Website.  Your continued use of this Website after we update or revise these Terms constitutes your acceptance of any such changes.

 

Additional Terms.  In order to gain access to certain pages, portions, features or services available on the Website, you may need to agree to additional terms and conditions that apply to these webpages, portions, features or services (collectively, the “Additional Terms”).  These Additional Terms include our Standard Terms of Sale and Standard Terms of Shipping, Delivery and Returns, which apply if you purchase any product or service from us and which you must accept to become a registered user of our customer account portal.  These Additional Terms are incorporated herein by reference.  In the event of a conflict between these Terms and the Additional Terms, the Additional Terms will control for purposes of such conflict.

 

Registered Users; Account Confidentiality.  We maintain and provide access to a customer account portal through our Website, which is limited to registered users and permits them to log in and review, print or download their order history and transactional documentation (including the transaction information, transaction history and transaction statement, or collectively “T3 Statements,” for each wholesale transaction).  For purposes of this Agreement, a “registered user” of our customer account portal is a licensed healthcare professional with the authority to prescribe prescription medications under such license (such as physicians, physician assistants, nurse practitioners, pharmacists, etc.) or a licensed healthcare facility (like hospitals, surgery centers, medical clinics, pharmacies, etc.) that has been approved to open a customer account with us and has completed our registration process to gain access to the portal.  Portal registration is not required and is purely voluntary.  To register on our customer portal, you may be asked to provide certain personal and/or business or organizational information or documentation and agree to any Additional Terms governing use of the portal.

 

If you choose to register for our customer account portal, you agree that you will maintain the confidentiality of your customer account and log-in information, and unless we are at fault, you understand that are solely responsible for all activities that occur under your customer account, password or user name.  As a condition of this Agreement, you further agree to (1) immediately notify us in the event that you become aware of any unauthorized use of your password, account number, other private account information, or any other security breach involving your account, and (2) ensure that you log out of your account and otherwise fully exit our portal at the conclusion of each browsing session.

 

Your Personal or Business Information.  You agree that any personal or business information you provide to us through the Website, including any interactive portions of the Website, will be governed by our Privacy Policy, and you hereby consent to all actions that we take with respect to your information consistent with the Privacy Policy.  As a condition of this Agreement, you agree to provide only truthful, accurate, current and complete information to us, including in connection with your use of the Website or when you choose to open a customer account with us and register your account on our customer portal.  Providing any false or misleading information to us will be grounds, in our sole discretion, for the immediate termination of your account and/or any portal access you have been granted through the Website, in addition to any other legal rights and remedies that may be available to us.          

 

Site Content and Proprietary Rights.  We may, in our sole discretion, make changes to the Website and all of its content, features, and functionality, including, without limitation, all data, information, downloads, software, text, designs, displays, photos, graphics, images, files, features, audio, video, products and services, and their selection, arrangement and design (collectively, the “Site Content”) from time to time, and at any time, without notice to you.  No right, title or interest in or to the Website or any Site Content is granted to you under this Agreement.  The Website and all Site Content are owned by us or our third-party licensors or other providers of such material, and are protected by applicable United States and international laws on copyright, trademark, patent, trade secret and other intellectual property or proprietary rights.  The Website may contain trademarks or service marks owned by us or third parties who have granted us permission to display them on the Website, and you are prohibited from using or reproducing any of these marks or logos appearing on the Website without the written permission of their respective owner(s).  All intellectual property rights contained on the Website, including copyrights, trademarks, trade secrets and patent rights, are hereby reserved and shall remain the property of their owners(s).

 

Copyright Infringement.  In accordance with the Digital Millennium Copyright Act (the “DMCA”), if you believe that your work has been used on our Website in a manner that constitutes copyright infringement, you may notify us of your claim by providing us with the following written notice: (1) your name, mailing address, and daytime telephone number, as well as an email address (if available); (2) identification of the copyrighted work(s) alleged to have been violated; (3) a detailed description of the allegedly infringing material on our Website that you request to be removed, together with sufficient information (including URL) to enable us to locate the claimed infringing material; (4) a statement that you believe in good faith that the claimed use of the copyrighted work(s) is not authorized by its owner; (5) a statement that the information in your notice is truthful and accurate, and that subject to penalty of perjury, the person signing the statement is authorized to act on behalf of the owner of the copyright alleged to have been infringed; and (6) a physical or electronic signature of the copyright owner, or the person authorized to act on behalf of the copyright owner, on such statement.  Your written notice should be directed to:

 

ProPharma Distribution, LLC

Attn:  Legal Department

11005 Dover Street, Suite 1000

Westminster, CO  80021

Email: legal@propharmausa.com

 

Upon receipt of a proper copyright infringement notice as described above, we will remove any Site Content or user content that infringes upon the copyright of another person under the laws of the United States.  We also reserve the right, in our sole discretion, to terminate the Website access rights of any user that we reasonably believe is violating U.S. copyright laws, in addition to pursuing any other legal rights or remedies that may be available to us.

 

Forward-Looking Statements; No Online Advice.  Some Site Content on the Website or documents available through the Website may contain certain forward-looking statements characterized by the use of terminology like “may,” “could,” “expect,” “anticipate,” “intend,” “believe,” “plan,” “predict,” “estimate,” “forecast,” “project,” etc., and we caution you that these forward-looking statements are (1) based on then-current expectations, (2) subject to various risks and uncertainties (including market-based risks and uncertainties beyond our reasonable control), and (3) not guarantees of future performance or occurrence, which may turn out to be materially different than anticipated.  All Site Content and documents made available through the Website are for general informational purposes only, and do not constitute medical, legal, tax or other professional advice.  We do not warrant the accuracy, completeness or utility of any information posted on or through the Website, and you rely upon such information solely at your own risk.  We expressly disclaim all liability arising from your material reliance upon any such information.

 

Links to Other Websites.  To the extent that our Website contains hyperlinks to other websites and online resources provided by unaffiliated third parties (“Third-Party Websites”), those links are provided for your convenience only.  We do not monitor or audit any Third-Party Websites for legal or regulatory compliance, we have no ownership or control over the contents available on these Third-Party Websites, and we are not responsible for the reliability, accuracy, completeness, adequacy, decency, or anything else concerning Third-Party Websites.  The inclusion on our Website of any links to Third-Party Websites does not constitute our official endorsement, sponsorship, recommendation or approval of those sites, and before accessing or using any Third-Party Websites, you should closely review and ensure that you are comfortable with the terms governing use of those sites.  Your use of any Third-Party Website is at your sole risk and subject to any terms governing such site.  We disclaim all liability for any losses arising from your use of any Third-Party Websites.

 

Scope of Authorized Website Use.  As a condition of this Agreement, we grant you a limited, personal, nonexclusive and nontransferable right to access and use the publicly-available portions of our Website and Site Content only for personal, nonpublic uses and legitimate business purposes pertaining to an existing or prospective commercial relationship with us, including as our vendor or customer.  Pursuant to this limited right, we authorize you to print, make copies of, or download information or materials that we make available on the Website for these limited purposes only, including evaluating a potential business relationship with us, and subject to you agreeing to keep intact and display all copyright or other proprietary notices on any information or materials that you print, copy or download from our Website.  As part of this Agreement, you are prohibited from attempting to gain unauthorized access to any computers systems or networks that are connected to our servers, or to any other systems, whether through hacking, password cracking/mining, or any other means that would give you access to private information that we do not intend to be publicly accessible on or through the Website or otherwise. 

 

Except as expressly permitted, you may not print, copy, reproduce, republish, alter, modify, distribute, transmit, upload, download, post, store, save, display publicly, or otherwise use our Website or Site Content, including any underlying code and/or software; nor may you sell, transact in, profit from, or otherwise commercially use the Website or any Site Content without express permission.  Notwithstanding the foregoing limited right of use, we shall not be liable to you if for any reason the Website, or any portion, feature or service of the Website, is unavailable at any time or for any period of time.  We do we warrant or guarantee the availability or functionality of the Website, nor the accuracy, completeness, adequacy or currency of any information or Site Content made available on or through the Website, and unless otherwise expressly indicated, we do not officially endorse any views or opinions that may be included on or through the Website.

 

At this time, we do not offer any products or services internationally, and our Website is intended to be accessed and used only by duly-licensed medical professionals and medical facilities (and their authorized staff members/agents) located within the United States who are at least 18 years of age.  Our Website is not intended or designed for the use of children.  We make no representations and offer no warranties that the Website is appropriate or available for use in locations outside of the domestic United States, and you are strictly prohibited from accessing or using our Website from jurisdictions where such access/use is illegal.  We disclaim all liability for any access or use of the Website from or in jurisdictions where the Site Content may be illegal or prohibited.  Persons or entities who access our Website from locations outside of the United States do so at their sole risk and subject to their full compliance with all applicable laws and requirements.

 

No Unlawful or Prohibited Use.  As a condition of accessing and using the Website, you agree to comply with all statutes, rules, regulations, ordinances and other laws or legal requirements that apply to your use of the Website where you are located (collectively, the “laws”), and to avoid taking any actions that would (1) violate these laws or the Terms of this Agreement, (2) damage, impair, disable, render inaccessible to others, overburden or compromise the security of the Website or any Site Content, (3) remove, add to or otherwise modify the Website or any Site Content, (4) access or attempt to access any private content on our servers belonging to us, our valued business partners, registered users of our customer account portal, or other third parties, or that you are otherwise not authorized to access under this Agreement, (5) provide false and misleading information or otherwise impersonate any other person or entity in connection with your use of the Website, or (6) interfere with any other person’s use and enjoyment of the Website or otherwise harass, violate, interfere with, or infringe upon their substantial rights under the law.  We reserve the right, in our sole discretion, to restrict or terminate your Website access and/or to disable any user name, password or other identifier, whether chosen by you or assigned by us, at any time and for any reason, including if we believe that you have violated the laws or any provisions of this Agreement.

 

Disclaimer of Warranties.  YOUR ACESS TO AND USE OF THE WEBSITE AND SITE CONTENT ARE PURELY ARE YOUR OWN RISK.  to the fullest extent permitted by APPLICABLE law, we provide the Website AND SITE CONTENT on an “as is,” “with all faults,” and “as available” basis, AND WE EXPRESSLY DISCLAIM ANY AND ALL warranties whatsoever, whether express or implied, STATUTORY OR OTHERWISE, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, workmanlike effort, non-infringement, OR ANY OTHER WARRANTY OF ANY KIND.  IN PARTICULAR, WE do not represent or warrant that the WEBSITE OR SITE CONTENT are complete, accurate, of any certain quality, reliable or secure in any way, suitable for or compatible with any of your contemplated activities, devices, operating systems, browsers, software AND/or tools, or THAT THEY comply with any APPLICABLE laws (including in any jurisdiction in which you ARE LOCATED), or that their operation will be free of any viruses, bugs, WORMS, TROJAN HORSES or other harmful SOFTWARE, PROGRAMS, APPLICATIONS, COMPONENTS OR DEVICES.  WHILE WE USE REASONABLE EFFORTS TO ENSURE THAT THE WEBSITE AND SITE CONTENT ARE CURRENT AND ACCURATE, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS THAT THEY ARE OR WILL BE ACCURATE OR MISTAKE-FREE, OFFER RELIABLE RESULTS, OR THAT youR USE OF AND ACCESS TO THE WEBSITE AND SITE CONTENT WILL BE UNINTERUPPTED, SECURE, COMPLETE OR ERROR-FREE, OR THAT THE WEBSITE OR SITE CONTENT WILL MEET YOUR NEEDS AND EXPECTATIONS, including any expectations of privacy, OR THAT ANY RISKS OR DEFECTS WILL BE CORRECTED OR, OR THAT THE WEBSITE OR THE SERVERS THAT MAKE THE WEBSITE AND SITE CONTENT AVAILABLE WILL FUNCTION PROPERLY AND/OR BE FREE OF VIRUSES, bugs, WORMS, TROJAN HORSES or other harmful SOFTWARE, PROGRAMS, APPLICATIONS, COMPONENT OR DEVICES, OR THAT IT WILL FUNCTION THE SAME, INCLUDING AT THE SAME PROCESSING SPEED, IRREGARDLESS OF THE MANUFACTURER OR MODEL OF YOUR COMPUTERS, DEVICES, MODEMS, BROADBAND CONNECTIONS AND/OR NETWORKS.  YOU SHOULD ALWAYS INDEPENDENTLY VERIFY THE ACCURACY AND CURRENCY OF ANY INFORMATION AVAILABLE ON THE WEBISTE OR IN THE SITE CONTENT, BEFORE RELYING MATERIALLY UPON SUCH INFORMATION. 

 

Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS OR OTHER AGENTS, SUBSIDIARIES AND AFFILIATES, SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL OR OPPORTUNITY, OR FOR ANY OTHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILTY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY OR FORM OF ACTION, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM: (1) ERRORS, MISTAKES OR INACCURACIES OF OR IN ANY SITE CONTENT; (2) ANY PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE WEBSITE OR SITE CONTENT, INCLUDING ALLEGED PRIVACY VIOLATIONS; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY OF YOUR PERSONAL, BUSINESS OR OTHER INFORMATION STORED ON OUR SERVERS; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR SITE CONTENT; (5) THE USE OR DISPLAY OF ANY SITE CONTENT POSTED, PUBLISHED, EMAILED, TRANSMITTED, DISTRIBUTED, OR OTHERWISE MADE AVAILABLE VIA OUR WEBSITE OR THE SITE CONTENT; AND/OR (6) EVENTS BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ANY DEFECTS IN OR FAILURES OF THE INTERNET, EQUIPMENT OR ELECTRICAL POWER, LABOR DISPUTES OR STRIKES, INSURRECTION, RIOTS OR CIVIL DISTURBANCES, MARKET SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, TORNADOS, EARTHQUAKES OR OTHER NATURAL DISASTERS, TERRORISM, EXPLOSIONS, WAR OR INTERGALACTIC CONFLICTS, GOVERNMENT ACTIONS, ORDERS OF COURTS, AGENCIES OR OTHER TRIBUNALS, AND ANY ACTS OF GOD OR OTHER FORCE MAJEURE EVENT THAT ARISES.

 

User Indemnification.  By accessing and/or using the Website or any Site Content, you acknowledge the possibility and even likelihood that there may be some human- or machine-caused delays, security lapses, errors, interruptions or losses, including but not limited to the inadvertent loss of data or damage to media or equipment, and you agree to indemnify, defend and hold us, and our directors, shareholders, officers, managers, employees, representatives, contractors or other agents, and subsidiaries and affiliates, harmless from and against any and all claims, injuries, damages, losses, lawsuits, viral infections or other defects or computer malfunctions caused, whether partially or completely, by your accessing and/or using the Website or any Site Content.  In addition, you hereby assume sole responsibility and agree to pay for the entire cost of implementing any necessary computer, device or network servicing, repair, correction or replacement occasioned, in whole or in part, by your access and/or use of the Website or any Site Content.   

 

California Compliance Declaration.  We have developed and implemented a compliance program designed to ensure that our governing policies and internal controls conform to statutes and regulations applicable to the healthcare industry, including, without limitation, in the State of California.  We hereby affirmatively declare that we are in compliance with our internal program, as well as with the requirements of Sections 119400-119402 of the California Health and Safety Code.

 

Integration and Severability.  This Agreement represents the entire agreement governing your access and use of the Website and/or any Site Content, and any prior representations, understandings, promises or agreements are hereby merged into and made a party of this Agreement.  Should any court or other tribunal of competent jurisdiction hold this Agreement, or any portion of it, to be void and/or unenforceable, then the offending provision(s) shall be severed from this Agreement, and the remainder of the Agreement shall be interpreted insofar as possible consistent with the original intent of the Agreement and/or reformed and modified by such court or tribunal in accordance with such intent.

 

Governing Law.  Our Website and Site Content are operated from our corporate offices located in Westminster, Colorado.  Accordingly, this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, as if the Agreement were entered into and wholly performed within the State of Colorado, without regard to its conflict of laws principles. 

 

Dispute Resolution.  By visiting, browsing or otherwise using our Website, Customer agrees that all disputes, claims or controversies (collectively, “Claims”) arising out of or related to this Agreement, or to its breach, enforcement, termination, interpretation, scope or validity, or otherwise pertaining to Customer’s access or use of our Website or any of its features and services, including reasonable privacy expectations, shall be submitted to the Judicial Arbiter Group (“JAG”) in Colorado for binding arbitration before one neutral arbitrator with adequate subject matter expertise, who at the conclusion of the proceeding shall issue a written decision specifying the ground(s) for award.  The arbitration award may be entered as a judgment in any court having jurisdiction.  The Parties waive any objections or defenses to such exclusive arbitration venue.  Each Party shall bear an equal share of the administrative fees and the arbitrator’s fees and costs.  This Agreement evidences a transaction involving interstate commerce and any arbitration proceeding arising hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (the “FAA”).  The arbitrator shall apply the laws of the State of Colorado, without regard to its conflict of laws principles, and enforce the terms of this Agreement in any arbitration proceeding arising hereunder, but the FAA will supersede Colorado law to the extent inconsistent with respect to conducting the arbitration.  Except as may be required by law, the arbitration proceedings shall be conducted confidentially and neither the arbitrator nor the Parties shall disclose the existence, content or results of the arbitration publicly unless both Parties provide their prior written consent.  The Parties intend that the arbitration shall be of an expedited nature and, therefore, that the scope of the prehearing phase, including discovery, shall be reasonably limited to the following absent a showing of good cause: (a) Within 30 days of commencing arbitration, each Party shall promptly provide to the other Party copies of all documents (regardless of form or medium) and tangible things relevant to the Claims or defenses, including any intended hearing exhibits; (b) depositions shall not be permitted by the arbitrator absent a showing of good cause and, if permitted, shall be limited to no more than two depositions of four hours each for any Party; (c) any discovery disputes shall be submitted to and promptly and conclusively decided by the arbitrator in accordance with Colorado law, and may include, as appropriate, discovery sanctions; and (d) unless there are extenuating circumstances, all discovery shall be completed within 60 days of the appointment of the arbitrator.  In the event that JAG does not have an available arbitrator with suitable expertise in the subject matter of any dispute arising hereunder, the Parties may agree to use another arbitration organization or individual arbitrator.  Class or collective actions shall not be permitted in arbitration, nor shall the arbitrator have any authority to award punitive damages in the final arbitration award unless statutorily authorized.  Nothing herein shall preclude emergency or provisional relief from a court of competent jurisdiction pending arbitration.  The substantially prevailing Party shall be entitled to reasonable attorneys’ fees and costs (including, without limitation, any expert witness fees) incurred in connection with any Claims arising hereunder.  For purposes of this Agreement, the “prevailing Party” shall be the Party who, regardless of the number of Claims at issue or the amount of any award, prevails in bringing or defending against a significant Claim(s) and obtains a favorable award.

 

Headings.  Any headings used herein are for convenience only and shall not be used in the interpretation of this Agreement.

 

© 2016 - 2018 ProPharma Distribution, LLC – All Rights Reserved – Last Modified 09.15.2016