Terms of Service

These Platform Terms of Service (these "Terms") govern access to and use of the RxTrader marketplace platform (the "Platform"), which is operated by RX TRADER LLC, doing business as RxTrader ("RxTrader," "we," "us," or "our"). The Platform is a technology service that connects licensed pharmacies with one another so that a pharmacy holding a needed medication in inventory can sell that medication to another pharmacy in order to fulfill a specific patient need. By registering for, accessing, or using the Platform, the entity on whose behalf the Platform is used ("Member," "you," or "your") agrees to be bound by these Terms. If you do not agree, you may not access or use the Platform.

1. Definitions

"DSCSA" means the Drug Supply Chain Security Act, 21 U.S.C. § 360eee et seq., and its implementing regulations and guidance.

"Specific Patient Need" means a transfer of a product from one pharmacy to another pharmacy to fill a prescription for an identified patient, as contemplated by the dispenser-to-dispenser exemption under the DSCSA and applicable state law, and not for resale, general inventory replenishment, speculative purchasing, or stock building.

"Transaction Documentation" means the transaction information, transaction history, and transaction statement, together commonly referred to as the pedigree, required to be passed and retained under the DSCSA.

"Product" means a prescription drug or other item listed, offered, sold, or purchased through the Platform.

"Seller" means a Member that lists or sells a Product through the Platform, and "Buyer" means a Member that purchases a Product through the Platform.

2. Nature of the Platform; Role of RxTrader

RxTrader provides administrative and technology services only. RxTrader operates a neutral marketplace that enables Members to identify one another, communicate, transact, and process payment for transactions that occur directly between a Seller and a Buyer. The following limitations are fundamental to these Terms and to the relationship among the parties:

• RxTrader does not, at any point, take title to, take possession or custody of, store, warehouse, handle, package, repackage, label, relabel, compound, dispense, ship, or transport any Product.
• Title to and responsibility for each Product pass directly from the Seller to the Buyer. RxTrader is not a party to the sale of any Product and is not a buyer, seller, reseller, or intermediary in the chain of ownership of any Product.
• RxTrader is not a wholesale distributor, a pharmacy, a third-party logistics provider, a manufacturer, a repackager, or a dispenser, and does not act in any such capacity. RxTrader provides administrative services, including the processing of orders and payments, which do not by themselves constitute the handling, distribution, or storage of a Product.
• RxTrader does not provide medical, clinical, pharmacy, legal, tax, or regulatory advice, and nothing on the Platform constitutes such advice.

Each Member is solely responsible for its own compliance with all laws and professional obligations applicable to its business, its licensure, and each transaction in which it participates.

3. Eligibility and Account Registration

The Platform is available only to entities that are, and remain at all times, licensed pharmacies in good standing and that satisfy the Platform's credentialing requirements. At launch, participation is limited to licensed pharmacies; licensed wholesale distributors are not eligible to register or transact unless and until RxTrader enables a wholesaler program that includes destination-state license verification and full DSCSA transaction-data capability. To register and maintain an account, each Member must provide and keep current the following, as applicable:

• its legal business name, physical pharmacy address, and contact information;
• its state pharmacy license number and state of issuance;
• its Drug Enforcement Administration ("DEA") registration, National Provider Identifier ("NPI"), and National Council for Prescription Drug Programs ("NCPDP") number, as applicable;
• the name and license of its pharmacist-in-charge; and
• such other information as RxTrader may reasonably require to verify eligibility.

Only a duly authorized representative of the Member may register for, access, or transact on the Platform. The Member is responsible for all activity occurring under its account and for maintaining the confidentiality of its credentials. RxTrader verifies certain licensure information before activating an account and re-verifies periodically, but the Member remains responsible at all times for ensuring that its licenses and registrations are valid, active, and in good standing.

The Member shall promptly notify RxTrader of any lapse, suspension, revocation, restriction, expiration, or other change in status of any license or registration.

4. Specific Patient Need Requirement

The Platform exists solely to enable pharmacy-to-pharmacy transfers that fulfill a Specific Patient Need. This requirement is the foundation of the Platform and of these Terms.

• Each purchase made through the Platform must be for the purpose of fulfilling an awaiting prescription for an identified patient. Purchases for resale, for general inventory replenishment, for stock building, or for speculative purposes are strictly prohibited.
• At or before checkout for each transaction, the Buyer must affirmatively attest, through the Platform's attestation mechanism, that the purchase is being made to fulfill a Specific Patient Need. The Buyer's attestation is a condition of every transaction, and no transaction may be completed without it.
• The Buyer acknowledges and agrees that the attestation is a representation of fact on which the Seller and RxTrader rely, and that the Buyer, as a licensed pharmacy with the relationship to the patient and the prescription, is solely responsible for confirming that the Specific Patient Need exists for each purchase.

The Member acknowledges and agrees that RxTrader does not hold a pharmacy license, has no relationship with any patient, and does not receive, review, verify, or retain any prescription, patient record, or clinical information. RxTrader therefore does not and cannot independently confirm the existence of a Specific Patient Need for any transaction, and RxTrader reasonably relies on the accuracy of each Member's attestations, representations, and warranties. The obligation to ensure that each transaction satisfies the Specific Patient Need standard rests entirely with the transacting Members.

5. Seller Obligations

Each Seller represents, warrants, and covenants, with respect to every Product it lists or sells, that:

• it holds all licenses and registrations required to lawfully sell and transfer the Product, and it is authorized to transfer the Product to the Buyer to fulfill a Specific Patient Need;
• the Product was obtained through a legitimate supply chain from an authorized trading partner, is authentic, and is not counterfeit, diverted, stolen, adulterated, or misbranded;
• the Product is in its original, sealed, unopened manufacturer packaging, is not expired or short-dated beyond any limit stated on the Platform, and has been stored and handled in accordance with the manufacturer's and applicable requirements, including cold-chain requirements where applicable;
• each listing is accurate and complete, including the National Drug Code ("NDC"), which must be selected from the Platform's validated NDC database rather than entered free-form, together with the lot number, expiration date, quantity, and condition of the Product;
• it will pass and, where required by the Platform, upload the Transaction Documentation for the Product, and it will maintain such records for at least six years or such longer period as applicable law requires; and
• it, and not RxTrader, is responsible for fulfilling each sale, including generating shipping documentation and arranging shipment of the Product directly to the Buyer, and title and risk of loss pass directly from the Seller to the Buyer.

6. Buyer Obligations

Each Buyer represents, warrants, and covenants, with respect to every purchase, that:

• it holds all licenses and registrations required to lawfully purchase and receive the Product;
• the purchase is made solely to fulfill a Specific Patient Need, and the Buyer has an awaiting prescription for an identified patient at the time of purchase;
• it has made and will make the required attestation truthfully for each transaction;
• it will confirm receipt of the Product through the Platform and will inspect the Product upon receipt; and
• it will retain the Transaction Documentation and maintain records of each transaction for at least six years or such longer period as applicable law requires.

7. Geographic Scope; Single-State Transactions

Except as expressly permitted under this Section, transactions on the Platform are limited to transactions in which the Seller and the Buyer are located and licensed in the same state. A Member may not use the Platform to sell or ship a Product across state lines unless the Seller holds every license required by the destination state, including any nonresident wholesale distributor or nonresident pharmacy license, and the transaction otherwise complies with the laws of the destination state. Each Member is solely responsible for determining and satisfying the licensure requirements applicable to any transaction, including any interstate transaction, and RxTrader does not assume that responsibility.

8. Prohibited Products and Conduct

The following Products may not be listed, offered, sold, or purchased through the Platform:

• controlled substances;
• recalled, quarantined, expired, adulterated, or misbranded Products, and short-dated Products subject to the Platform's rolling removal policy (listing warnings at 90 and 60 days before expiration, and removal from the Platform at 30 days before expiration);
• drug samples, as addressed by the Prescription Drug Marketing Act, 21 U.S.C. § 353(c);
• Products purchased or acquired through the 340B Drug Pricing Program or any other government discount or assistance program, 42 U.S.C. § 256b;
• stolen, diverted, or counterfeit Products, or Products obtained outside a legitimate supply chain; and
• any Product not in its original, sealed, serialized manufacturer packaging, and any partial or opened package.

A Member may not use the Platform for any unlawful purpose, may not make any false attestation, representation, or listing, may not circumvent the Platform's verification or attestation mechanisms, and may not use the Platform in any manner inconsistent with the Specific Patient Need model on which the Platform operates.

9. DSCSA and Supply-Chain Compliance

Each Member shall comply with the DSCSA and all other applicable federal and state supply-chain, licensing, and recordkeeping requirements. Without limiting the foregoing, each Member shall pass, capture, and retain the Transaction Documentation for each transaction, shall be able to produce such documentation within the timeframes required by law, including within two business days of a request in connection with a recall or a suspect or illegitimate product investigation, and shall follow its own procedures for the identification, quarantine, verification, and notification of suspect or illegitimate Product. Each Member shall promptly notify RxTrader of any suspect, illegitimate, or counterfeit Product associated with a Platform transaction, and shall cooperate with RxTrader and with regulators in connection with any such matter, including any quarantine of the affected transaction records.

10. Verification, Cooperation, and Records

RxTrader verifies certain Member licensure information at onboarding and periodically thereafter and may suspend or restrict an account whose licensure cannot be verified or is not in good standing. The Member authorizes RxTrader to verify its licensure and registrations with the applicable authorities. Each Member shall cooperate reasonably with RxTrader in connection with any audit, regulatory inquiry, subpoena, investigation, or similar matter relating to the Platform or to the Member's transactions, and acknowledges that RxTrader may retain and, where appropriate or legally required, produce records relating to Member accounts and transactions.

11. Fees, Payment, and Membership Tiers

RxTrader charges a single, flat transaction fee of twelve percent (12%) of the transaction price, identical for every Seller, every Buyer, and every transaction, together with applicable payment-processing fees, as disclosed on the Platform. The fee does not vary based on the drug, the Seller, the Buyer, the volume or value of transactions, or any similar factor. Payment for transactions is processed through Stripe, and funds are held securely until confirmation of delivery, at which point funds are released to the Seller less the Platform fee. RxTrader does not receive any compensation, rebate, or other thing of value from any party other than the disclosed flat transaction fee and processing fees.

RxTrader may offer membership tiers (currently Basic and Gold). Gold tier is granted automatically once a Seller reaches $50,000 or more in cumulative sales (based on the base listing price of delivered orders) and does not affect the transaction fee. Membership tier benefits are limited to search placement; where multiple Members of the same tier list the same Product, placement among those listings is determined by the earliest registration date on the Platform.

12. Representations and Warranties

Each Member represents and warrants that it has full authority to enter into these Terms, that the person accepting these Terms is authorized to bind the Member, that all information it provides is accurate and complete, and that its use of the Platform and its transactions comply with all applicable laws, regulations, and professional obligations. The representations, warranties, and covenants in these Terms are made as of the effective date and are deemed repeated as of each listing, purchase, and transaction.

13. Indemnification

Each Member shall defend, indemnify, and hold harmless RxTrader and its affiliates, and their respective officers, directors, members, employees, and agents, from and against any and all claims, demands, actions, investigations, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (a) the Member's use of the Platform; (b) any transaction in which the Member participates; (c) any Product the Member lists, sells, purchases, ships, or receives; (d) any breach of these Terms or of any representation, warranty, covenant, or attestation by the Member; (e) any inaccuracy in a Member attestation, including any attestation concerning Specific Patient Need; or (f) the Member's violation of any law or the rights of any third party. This obligation survives termination of these Terms.

14. Disclaimers

15. Limitation of Liability

16. Suspension and Termination

RxTrader may suspend, restrict, or terminate a Member's access to the Platform at any time, with or without notice, including if the Member's licensure cannot be verified or is not in good standing, if RxTrader believes the Member has violated these Terms or applicable law, or if RxTrader determines that suspension or termination is appropriate to protect the Platform, its Members, or the public. A Member may terminate its account at any time. Provisions that by their nature should survive termination, including Sections 9 through 15 and Sections 18 and 19, survive termination.

17. Intellectual Property; License

The Platform and all associated software, content, and trademarks are owned by RxTrader or its licensors. Subject to these Terms, RxTrader grants each Member a limited, revocable, non-exclusive, non-transferable license to access and use the Platform for its internal business purposes. The Member may not copy, modify, reverse engineer, resell, or create derivative works of the Platform.

18. Governing Law; Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to these Terms or the Platform shall be resolved by binding arbitration administered by JAMS under its then-current rules. Each party consents to the personal jurisdiction of such forum. Each party waives any right to a jury trial and to participate in any class or representative proceeding to the fullest extent permitted by law.

19. Privacy

The Platform's collection and use of information is described in the RxTrader Privacy Policy, which is incorporated into these Terms by reference. The Member acknowledges that the Platform is a business-to-business service that does not collect, request, store, or transmit any patient-identifying information or protected health information, and the Member shall not submit any such information to the Platform.

20. Modifications

RxTrader may modify these Terms from time to time. RxTrader will post the updated Terms on the Platform and update the effective date. A Member's continued use of the Platform after the updated Terms take effect constitutes acceptance of the updated Terms.

21. Miscellaneous

These Terms, together with the documents incorporated by reference, constitute the entire agreement between the Member and RxTrader regarding the Platform. The parties are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency, or employment relationship. A Member may not assign these Terms without RxTrader's prior written consent, and RxTrader may assign these Terms. If any provision is held unenforceable, the remaining provisions remain in effect. No failure to enforce any provision is a waiver. Notices to a Member may be provided through the Platform or to the contact information associated with the Member's account.

22. Contact

Questions about these Terms may be directed to RxTrader at info@rxtrader.com.