Manufacturers and Authorized Distributors Interested in Selling? Call us at 1-877-201-4699
USER AGREEMENT
Auctionmed.com/Willow Birch Pharma, Inc.
1. Introduction:
a. This User Agreement (this "Agreement") is a legal agreement between you and Auctionmed.com/Willow Birch Pharma, Inc., an online marketplace (the “Site,” “we” or “our”) for the buying and selling of Prescription Drugs and all other services that we provide (“Services”) including but not limited to logistic, documentation, and communication services. Please read this Agreement carefully. By completing the registration process, you agree to accept the terms and conditions of this Agreement and to become a registered user of this Site.
b. This Agreement incorporates the Privacy Policy and Fees also found on this Site.
c. We may, from time to time, change this Agreement. We will post a revised version of the Agreement on this Site. Your continued use of the Service constitutes your acceptance of the Agreement as changed. Any breach of this Agreement may result in termination of your access to the Service, without notice, in addition to the other remedies available to Freedom.
2. Registered Users:
a. To become a registered user of this Site, you must accept the terms and conditions of this Agreement. You may only use the Services if you are able to form legally binding contracts, are a currently licensed pharmacist, pharmacy owner, or wholesaler, and are not temporarily or indefinitely suspended from our Site or any pharmacy state board. If you do not meet these qualifications, do not use or attempt to use the Services.
b. We will not accept any request from you to buy, transfer or sell Prescription Drugs before you have completed our registration process. To register, you must provide your legal business name, name of business, copy of State and DEA licenses, current name, address, phone number, an active email address, a signed ACH form, and a valid bank account and routing number.
c. To access the Site and use the Services, you will need a user name and password. Maintaining the security of your user name and password is your responsibility, as is all activity that occurs under your user name and password. Do not disclose your password to any other person. You will be assigned a password once you are an accepted member of the Site.
3. Provision of Service:
a. Auctionmed.com is a Web-based service that allows registered users who wish to buy Prescription Drugs or other medical related items (“Buyers”) to find Prescription Drugs and other medical related items to purchase from registered users who want to sell their Prescription Drugs and other medical related items (“Sellers”). It is the responsibility of the Seller to fulfill confirmed orders, including delivery and shipment of Prescription Drugs and other medical related items. Note that Auctionmed.com/Willow Birch Pharma, Inc. acts as a medium for interaction regarding Prescription Drugs and other medical related items between Buyers and Sellers.
4. Sellers:
a. A registered user who wants to sell or transfer Prescription Drugs or other medical related items must submit Prescription Drugs or other items to Auctionmed.com/Willow Birch Pharma, Inc. for the approval of the item to be listed. As part of the posting process, the Seller will assign a price or starting bid and reserve price (if applicable) to the Prescription Drugs or other items and provides information such as the name, quantity, NDC number, expiration, and price or starting bid in accordance with the process outlined in the Seller’s section. Any paperwork or information necessary to produce a Pedigree must be provided before Prescription Drugs are posted for sale on Auctionmed.com/Willow Birch Pharma, Inc. Sellers may modify any field of a posting by contacting Auctionmed.com/Willow Birch Pharma, Inc. at sales@auctionmed.com
b. A Seller who posts Prescription Drugs for sale on the Site may choose to sell such Prescription Drugs in one of two formats: fixed price (i) or auction format (ii).
i. Fixed Price: the Seller sets a definite price at which the Prescription Drugs will sell or transfer for immediately when a Buyer places an order for the Prescription Drugs.
ii. Auction Format: The Seller sets a starting price, and/or reserve price, and has an option for a buy it now price. The Seller determines when the auction will end up to the maximum allowed time of two weeks. When the auction has ended, as long as the Buyer has met or exceeded the reserve price, it will be deemed that the Buyer has placed an order for the Prescription Drugs or other item. If the Buyer selects the buy it now price it will be deemed that the Buyer has placed an order for the Prescription Drugs or other items.
c. Once a Buyer makes a purchase of Prescription Drugs from a Seller, Seller is responsible for fulfilling the order with the exact Prescription Drugs that the Seller posted. The Seller may be charged a processing fee if Seller posts Prescription Drugs or other for sale and they sell and the Seller is unable to produce the exact Prescription Drugs the Seller posted. The processing fee is 10% of the sold order amount. Auctionmed.com/Willow Birch Pharma, Inc. is not responsible for any errors made by the Seller in the posting or pricing of Prescription Drugs and is not liable for any such errors.
d. It is the Seller’s responsibility to apply its individual state’s laws, rules, and regulations in using the Auctionmed.com/Willow Birch Pharma, Inc. website. You agree to indemnify and hold Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses including attorneys’ fees incurred by Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party or government agency that involves, relates to or concerns any of your actions or omissions on this Site, including but not limited to your breach of your violation of any law.
e. Upon request of the Buyer, Auctionmed.com/Willow Birch Pharma, Inc. , or any governmental regulatory agency, the Seller is required to provide the pedigree or packing slip from an Authorized Distributor or Manufacturer of each item posted, and sold on the site, including but not limited to the Statement of Origin which traces the drug from the point of manufacture and contains information about all transactions that the item has undergone prior to Auctionmed.com/Willow Birch Pharma, Inc.
f. A Seller is never allowed to ship a product from it's facility into a state that it is not licensed to sell into. If a Seller sells an item on Auctionmed.com to a Buyer in a state that the Seller is not licensed to sell pharmaceuticals then the product must be shipped to Auctionmed.com/Willow Birch Pharma, Inc. then Auctionmed.com/Willow Birch Pharma, Inc. will ship the pharmaceuticals to the Buyer. If the Seller is not willing to pay the additional freight charge in this scenario the description of the product on Auctionmed.com will notify the seller of which states the free freight applies and which states the Buyer must pay additional freight.
5. Buyers:
a. When the Buyer finds desirable Prescription Drugs or other items, the Buyer buys a fixed price item, chooses the buy it now option, or wins an auctioned item through bidding. Auctionmed.com/Willow Birch Pharma, Inc. will debit the Buyer’s account at the time the Seller confirms the availability of the Prescription Drug or other item. All offers are final and, once placed, cannot be cancelled or retracted. Placing an offer does not complete the sale. Sellers have two (2) business days to receive notification of an order and confirm delivery. The sale is complete when the Buyer receives the order and does not dispute the delivery within two (2) business days of receipt. After two (2) business days of Buyer’s receipt of order and no dispute of order, Auctionmed.com/Willow Birch Pharma, Inc. will credit the Seller’s account the sale price less fees, shipping and handling charges (when applicable) and any other charges. If Seller cannot produce the exact item(s) posted within two (2) business days, Auctionmed.com/Willow Birch Pharma, Inc. may charge the Seller 10% of the purchase price as a processing fee.
b. The Buyer’s account is charged when Buyer places order and Seller confirms availability of the Prescription Drug or other item. Auctionmed.com/Willow Birch Pharma, Inc. obtains an authorization from the Buyer’s bank account or credit card account for the full order amount, which equals the total Prescription Drug or other item price, shipping and handling charges, when applicable, and any other applicable charges including Auctionmed.com/Willow Birch Pharma, Inc.’s credit card processing fees. When ordering Prescription Drugs or other items, an authorization is sent to the Buyer’s bank account via Automated Clearing House (ACH) for each purchase the Buyer places. Please contact your financial institution to better understand their policies on such matters. In all cases, Auctionmed.com/Willow Birch Pharma, Inc. is not responsible for any bank or credit card fees.
c. Buyers should confirm all information prior to placing the order.
d. Auctionmed.com/ Willow Birch Pharma, Inc. will not guarantee any information provided by Sellers in the Item Description area of Prescription Drug or other item postings.
e. Prescription Drugs, or other items posted, are a representation of actual Prescription Drugs or other items available from Seller. Prescription Drugs or other items may not be substituted with comparable Prescription Drugs or other items. Actual posted Prescription Drugs or other items and amount must be provided to Buyer without variation. Auctionmed.com/Willow Birch Pharma, Inc. reserves the right to terminate a transaction if it deems the Prescription Drugs or other items to be counterfeit or sample items or the Pedigree cannot be authenticated.
6. Order Confirmation:
a. Once we obtain an authorization from a Buyer, we notify the Seller of the sale via email that a Buyer has purchased the posted Prescription Drugs or other items at or above the posted price. At this time, Auctionmed.com/Willow Birch Pharma, Inc. will verify the licenses of the buyer and reserves the right to cancel any order where the licenses of the Buyer are not valid.
b. If the Seller has not confirmed the order within 24 hours, Auctionmed.com/Willow Birch Pharma, Inc. will contact the Seller directly to confirm the availability of the Prescription Drug or other item. The Seller will be required to immediately execute a packing checklist confirming the Prescription Drug or other item being shipped is identical to the posting including, but not limited to, name, quantity, condition, expiration, and price. In all cases, if the Seller does not ship the Prescription Drugs or other items on or before the expected ship date to Buyer, Auctionmed.com/Willow Birch Pharma, Inc. reserves the right to cancel the order at any time and charge the Seller a 10% processing fee.
7. Completing the sale:
a. Once the Seller confirms the order, we charge the Buyer’s bank account or credit card for the total sale price, any processing fees, and the shipping and handling charges, if any. At no time do we provide the Buyer’s bank account information to the Seller. Upon receipt of the Prescription Drug(s) or other items by Buyer (no later than two (2) business days after receipt of Prescription Drugs(s) or other items), Auctionmed.com/Willow Birch Pharma, Inc. will disburse the sale price, less fees and other related charges to Seller via direct deposit to Seller’s posted bank account through the Automated Clearing House (ACH). We strive to complete a sale within seven (7) business days, but factors such as Seller’s fulfillment of the order, and shipping method chosen can expedite or postpone the process.
b. All Prescription Drugs are shipped via FedEx, UPS, U.S. Postal Service and shipping is paid for by the Seller unless Seller has indicated Buyer will pay for shipping and handling upon submission of the Prescription Drug(s) or other item to be sold. It is the Seller’s responsibility to retain a tracking number and provide that tracking number to Auctionmed.com/Willow Birch Pharma, Inc.
c. If a Seller ships a package that does not appear in the FedEx , UPS or U.S. Postal Service tracking system, customer service will contact the Seller to obtain status of the shipment. It is the Seller’s responsibility to confirm a pick up or drop off to FedEx or UPS and provide Auctionmed.com/Willow Birch Pharma, Inc. the tracking information. The fulfillment of confirmed orders, including delivery and shipment of prescription drugs or other items, is the responsibility of the Seller. Please remember that Auctionmed.com/Willow Birch Pharma, Inc. acts as a marketplace only to allow Buyers and Sellers to interact regarding Prescription Drugs or other items. We do not take possession of Prescription Drugs or other items. Seller and Buyer will receive a tracking number to allow tracking of the shipment once sent by Seller. Once the Buyer has received the Prescription Drug or other item and confirmed it, Auctionmed.com/Willow Birch Pharma, Inc. requires the Buyer to confirm the order within two business days to disburse payment to Seller. If Seller is shipping a frozen or refrigerated Prescription Drug(s) or other item, the responsibility of the proper shipping method is the responsibility of the Seller. All shipping insurance is the responsibility of the Seller. Frozen/Refrigerated items must be shipped Monday – Thursday with appropriate materials to ensure an environment in compliance with the storage label suggestions on the Prescription Drug via Next Day service with FedEx, UPS or U.S. Postal Service.
d. Dispute Resolution. If a Buyer or Seller is dissatisfied, they must follow the rules for dispute resolution set forth:
i. If a Buyer’s delivered order does not match the confirmed sale by Auctionmed.com/Willow Birch Pharma, Inc. funds may be withheld from the Seller until a resolution is determined by Auctionmed.com/Willow Birch Pharma, Inc.
ii. If a Seller did not post correct information or if the Prescription Drugs or other items delivered are not as described in their posting, the funds may be withheld from the Seller until a resolution is determined by Auctionmed.com/Willow Birch Pharma, Inc. The Seller may also be charged a 10% processing fee for a “not completed as listed” order. If a situation cannot be resolved, customer service will direct you to our Dispute Resolution Department. Auctionmed.com/Willow Birch Pharma, Inc. will do it’s best to resolve disputes. You agree to adhere to any decision Auctionmed.com/Willow Birch Pharma, Inc. rules on regarding all Disputes. In all Dispute Resolution cases Auctionmed.com/Willow Birch Pharma, Inc. reserves the right to charge 10% of the completed sale amount as a processing fee which may be divided between the Buyer and the Seller. Auctionmed.com/Willow Birch Pharma, Inc. reserves the right to terminate membership at any time. For more information, contact customer service at sales@auctionmed.com or call 877-201-4699.
iii. You agree to indemnify and hold Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party or government agency that involves, relates to or concerns any of your actions or omissions on this Site, including but not limited to your breach of or your violation of any law
8. Recalls of Prescription Drugs or other items:
a. In the event of a recall, it will be the responsibility of the Seller to provide Auctionmed.com/Willow Birch Pharma, Inc. a copy of the recall notice. Auctionmed.com/Willow Birch Pharma, Inc. will forward a copy of the recall notice to all buyers of the recalled product. If credit is expected, all recalled Prescription Drugs or other items must be handled in accordance to this agreement.
i. The Buyer is responsible for making sure the recall is handled responsibly with the Buyers customers.
ii. The Buyer will be responsible to collect the recalled Prescription Drugs or other items and send the recalled Prescription Drugs or other items back to the Seller that sold the product through Auctionmed.com/Willow Birch Pharma, Inc.
iii. If the recall notice is date sensitive the recalled Prescription Drugs or other items must be sent back to the Seller within the dates that are specified by the recall notice.
b. Credit for recalls: This is the most effective way to ensure you receive credit for recalled Prescription Drugs or other items purchased through Auctionmed.com/Willow Birch Pharma, Inc. All recalled Prescription Drugs or other items must be returned to the Seller. The Buyer must notify Auctionmed.com/Willow Birch Pharma, Inc. how many units of recalled Prescription Drugs or other items the Buyer is planning to return. Auctionmed.com/Willow Birch Pharma, Inc. will debit the Seller’s account via ACH in the amount of the total per unit price of the recalled Prescription Drugs or other items that is returned to them from the Buyer once receipt of the recalled Prescription Drugs or other items is confirmed with the Seller. Auctionmed.com/Willow Birch Pharma, Inc. will reimburse the Buyer the full amount received from the Seller.
9. Your Relationship with Auctionmed.com/Willow Birch Pharma, Inc.:
a. Buyers grant Auctionmed.com/Willow Birch Pharma, Inc. permission to charge your bank account for the purchase of Prescription Drug(s) or other items, shipping, processing and other related charges(if applicable). Sellers grant Auctionmed.com/Willow Birch Pharma, Inc. permission to charge your bank account a processing fee of 10% of the completed sale and any other costs incurred if you, at any time, fail to deliver the Prescription Drugs or other items you’ve posted or deliver invalid, fraudulent, counterfeit, or misrepresented Prescription Drugs or other items.
b. You grant Auctionmed.com/Willow Birch Pharma, Inc. a perpetual, non-exclusive, transferable, worldwide, irrevocable, royalty-free right to exercise publicity, database, trademark and copyright rights, including the right to reproduce, modify, adapt, publish and display on the Site and on the sites of our partners and affiliated companies, any public content you may provide to Auctionmed.com/Willow Birch Pharma, Inc. in connection with your use of Auctionmed.com/Willow Birch Pharma, Inc. and its Services. You agree that Auctionmed.com/Willow Birch Pharma, Inc. shall be permitted to use your name or user ID, home city and other ancillary information in connection with the content in conjunction with Auctionmed.com/Willow Birch Pharma, Inc.’s marketing, promotion and publicity efforts in any media known now or in the future. Auctionmed.com/Willow Birch Pharma, Inc. will not sell or transfer or distribute your personal information, including your mailing address, phone number(s), fax number(s), or e-mail address to any party not involved in the use of the Site. Auctionmed.com/Willow Birch Pharma, Inc. will not share your bank account information to any entity.
c. Auctionmed.com/Willow Birch Pharma, Inc. acts as a marketplace to allow Buyers and Sellers to interact regarding Prescription Drugs. In all cases, the submission and confirmation of orders are transactions between Auctionmed.com/Willow Birch Pharma, Inc., Buyers and Sellers. The fulfillment of confirmed orders, including delivery and shipment of Prescription Drugs or other items, is the responsibility of the Seller. If you have a dispute with one or more registered users, you release Auctionmed.com/Willow Birch Pharma, Inc. and all affiliated companies, officers, directors, agents, parents, subsidiaries, legal representatives and employees from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.
10. Prohibited uses of the Site:
a. Offline Transactions: Auctionmed.com/Willow Birch Pharma, Inc. is not responsible for any damages or lost profits that result from Auctionmed.com/Willow Birch Pharma, Inc. users directly contacting other Auctionmed.com/Willow Birch Pharma, Inc. users or for any damages or lost profits resulting from transactions conducted outside of Auctionmed.com/Willow Birch Pharma, Inc. , including transactions that originate at Auctionmed.com/Willow Birch Pharma, Inc. and are taken offline.
b. Abusive Behavior: you agree not to use abusive language or behave in an abusive manner to any Auctionmed.com/Willow Birch Pharma, Inc. employee or customer.
c. The Sale of Narcotic Prescription Drugs: you agree not to post, sell or transferor buy or transfer any narcotic Prescription Drugs on the site. Such violation will result in the temporary or permanent dismissal from the Site.
d. Illegal Activity: you agree not to use this Site for unlawful purposes or in an unlawful manner. You agree to comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and the selling of Prescription Drugs. You agree not to use or permit anyone to use information provided through the Site for any unlawful or unauthorized purpose. You agree not to register under a false name or use an invalid or unauthorized bank account. You agree not to copy, modify, or distribute any content from the Site, including Auctionmed.com/Willow Birch Pharma, Inc. ’s copyrights and trademarks, and/or link to the Site without Auctionmed.com/Willow Birch Pharma, Inc. ’s prior express permission.
e. Double Posting and Removal of Prescription Drugs: to post a Prescription Drug for sale on the Site, you must first register with the Site and become an authorized member. Once a Prescription Drug is posted, we strongly discourage posting that Prescription Drug for sale elsewhere. Except as provided herein, you agree not to promote the sale of Prescription Drugs through any site other than Auctionmed.com/Willow Birch Pharma, Inc. without express permission from Auctionmed.com/Willow Birch Pharma, Inc. We reserve the right to prohibit users from posting Prescription Drugs at Auctionmed.com/Willow Birch Pharma, Inc. if they are not able to provide the exact Prescription Drugs that were posted at Auctionmed.com/Willow Birch Pharma, Inc. If you, at any time, fail to deliver the Prescription Drugs you’ve posted or deliver invalid, fraudulent, or misrepresented Prescription Drugs, Auctionmed.com/Willow Birch Pharma, Inc. reserves the right to cancel the order, return the Prescription Drugs to you, and charge you 10% of the cost.
f. Stolen Property and Sample Prescription Drugs: the sale of stolen property or sample Prescription Drugs on Auctionmed.com/Willow Birch Pharma, Inc. is strictly forbidden, and violates state, federal and international law. Auctionmed.com/Willow Birch Pharma, Inc. strongly supports law enforcement efforts to recover stolen property or sample Prescription Drugs that is posted on the Site, and urges the prosecution of those responsible for knowingly attempting to sell or transfer such items on Auctionmed.com/Willow Birch Pharma, Inc. Stolen property or sample Prescription Drugs include items taken from private individuals, as well as property taken without authorization from companies or governments.
11. Consequences for Violating Prohibitions
a. Investigations: we may investigate complaints and violations of our policies. You agree to cooperate fully with such investigations, including without limitation, providing us specific information regarding your right to a Prescription Drug, the source of a Prescription Drug, your acquisition of a Prescription Drug, and the price you paid for a Prescription Drug.
b. Violations, Termination and Suspension: we may take any action that we deem appropriate in our sole discretion (including without limitation issuing a warning, suspending or terminating service, denying access, removing a posting or recommending you edit a posting) if: (a) you breach this Agreement or any document it incorporates by reference; (b) you are unwilling to cooperate with our investigation of a complaint or reported violation; (c) we are unable to verify or authenticate any information you provide; or (d) we believe your conduct may cause legal liability for you, for other users, or for Auctionmed.com/Willow Birch Pharma, Inc. . You agree that payments owing to you for sales made through this Site may be suspended or delayed pending our investigation. Auctionmed.com/Willow Birch Pharma, Inc. is not obligated to pay you for any sales if we have a good faith basis to believe such sales were unlawful or otherwise made in material violation of this agreement.
c. Disclosure of Information: you agree that Auctionmed.com/Willow Birch Pharma, Inc. may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other relevant third parties. Auctionmed.com/Willow Birch Pharma, Inc. will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
d. Making Adjustments: you authorize us to withhold payment or charge your bank account any amount you owe us if (a) a sale is cancelled for any reason; (b) we reasonably believe that you have committed fraud or other illegal act or omission during any buying or selling activity; (c) you are not able to produce the exact Prescription Drugs that you posted on the Site; (d) you deliver incorrect or misrepresented Prescription Drugs for any order or portion of an order, (e) you fail to ship Prescription Drugs by the expected ship date you provided without notifying Auctionmed.com/Willow Birch Pharma, Inc. in advance or (g) you otherwise owe us a specific amount. If any of these things happen, we may also deduct from any amount we owe you the amount you owe us.
12. Warrants:
a. For all Prescription Drugs or other items you post as the Seller, you warrant that your descriptions of the Prescription Drugs or other items accurately detail and describe the Prescription Drugs or other items offered for sale. If you, at any time, deliver invalid, fraudulent, or misrepresented Prescription Drugs or other items, Auctionmed.com/Willow Birch Pharma, Inc. reserves the right to cancel the order, return the Prescription Drugs or other items to you, and hold you liable for any and all charges we incur to satisfy the Buyer. These charges may include, but are not limited to, cost of shipping or handling charges, and refunds to the Buyer.
b. You represent and warrant that any information you provide to us, to other users, or to visitors (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) does not involve the sale of counterfeit, sample, or stolen items; (d) does not infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) does not violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (f) does not contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information.
c. You warrant that all Prescription drugs or other items that you offer for posting on Auctionmed.com/Willow Birch Pharma, Inc. have been stored and will be shipped within the parameters as directed by the product insert.
d. You warrant that you will comply with all applicable local, state, federal and international laws, statutes and regulations regarding use of the Site and selling value of the Prescription Drugs or other items. Auctionmed.com/Willow Birch Pharma, Inc. does not monitor, obtain, nor have any knowledge of the face value of Prescription Drugs or other items posted on the Site.
e. You agree to indemnify and hold Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parent, subsidiaries, affiliates, officers, directors, attorneys, agents and employees, harmless against any claim or demand and all liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents, attorneys and employees that arise out of any claim asserted by a third party that involves, relates to or concerns any of your actions or omissions on this Site, including but not limited to your breach of this Agreement, or your violation of any law or the rights of a third party.
13. Disclaimers of Warranties and Limitations Of Liability:
a. Except for the express warranties stated in this Agreement, Auctionmed.com/Willow Birch Pharma, Inc. provides the software, Site and services on an “as is” basis and “as available” basis without any warranties of any kind. Auctionmed.com/Willow Birch Pharma, Inc. makes no warranty with respect to its software, any Prescription Drugs, the services Auctionmed.com/Willow Birch Pharma, Inc. provides, or that Sellers or Buyers will perform as promised, and Auctionmed.com/Willow Birch Pharma, Inc. expressly disclaims all such warranties, whether express, statutory or implied, including without limitation any warranties of merchantability, title, non-infringement of third party rights or fitness for a particular purpose. This warranty disclaimer affects your legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow exclusions of implied warranties or limitations on how long an implied warranty lasts, so the above exclusion may not apply to you.
b. Auctionmed.com/Willow Birch Pharma, Inc. expressly disclaims any responsibility for any lost profits or special, consequential, incidental, or exemplary damages (including without limitation indirect and special damages) that may result from the services or the Site, or the suspension, termination or malfunction of the services or the site. Auctionmed.com/Willow Birch Pharma, Inc.’s liability to you or anyone else in any circumstance is limited to the lesser of (a) $100.00, and (b) the total dollar amount of all Prescription Drugs or other items you bought and/or sold via Auctionmed.com/Willow Birch Pharma, Inc. in the 30 days prior to the action allegedly giving rise to liability.
c. You acknowledge and agree that the foregoing disclaimers and limitations of liability represent bargained for allocations of risk, and that the pricing and other terms and conditions of this agreement reflect such allocations of risk.
d. You agree that Auctionmed.com/Willow Birch Pharma, Inc. is not responsible in any way for the accuracy or suitability of any payment of any taxes to any entity on your behalf. You shall indemnify and hold Auctionmed.com/Willow Birch Pharma, Inc. and (if applicable) any parents, subsidiaries, affiliates, officers, directors, agents and employees harmless against all liabilities, costs, interest and expenses (including reasonable attorneys’ fees) incurred by Auctionmed.com/Willow Birch Pharma, Inc. that arise out of any third party or governmental claim that involves, relates to or concerns (i) any federal, state or county tax obligation or amounts due or owing under any tax regulation, law, order or decree or (ii) any dispute concerning the tax status of Auctionmed.com/Willow Birch Pharma, Inc. .
e. Auctionmed.com/Willow Birch Pharma, Inc. reserves the right at any time to modify or discontinue, temporarily or permanently, the Site or any part of the Site with or without notice. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site or any Services under this Agreement, for any reason. We do not guarantee continuous, uninterrupted or secure access to our service, and operation of our Site may be interfered with by numerous factors outside of our control. Auctionmed.com/Willow Birch Pharma, Inc. is never, for any reason, responsible for Prescription Drugs or other items posted on the Site that do not sell, including Prescription Drugs that remain unsold during a site outage.
f. The Site could be unavailable at any time while it is being updated and/or modified. The Auctionmed.com/Willow Birch Pharma, Inc. Site is updated at regular intervals. When a Seller posts Prescription Drugs for sale on the Site, the posting may not be available for purchase until the next regularly scheduled site update. Auctionmed.com/Willow Birch Pharma, Inc. is not responsible for unsold Prescription Drugs resulting from these regular Site updates.
13. Intellectual Property Rights to our Site and Service:
a. You acknowledge and agree that (i) our patents, trademarks, trade names, service marks, copyrights and other intellectual property (collectively, “Intellectual Property”) are and shall remain our sole property, and (ii) nothing in this agreement shall confer in you any right of ownership or license rights in our Intellectual Property. In addition, you shall not now or in the future contest the validity of Auctionmed.com/Willow Birch Pharma, Inc.’s Intellectual Property.
14. Additional Terms
a. You and Auctionmed.com/Willow Birch Pharma, Inc. are independent contractors, and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.
b. Except as expressly stated otherwise, all notices to Auctionmed.com/Willow Birch Pharma, Inc. shall be sent to the email addresses provided on the Site at sales@auctionmed.com.. Except as expressly stated otherwise, all notices to you shall be sent to the email address you provided to us during the registration process. Such notice shall be deemed given one business day after the email is sent.
c. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Mississippi, U.S.A., without regard to its provisions governing conflicts of law. Except for allegations that you have infringed or have threatened to infringe our intellectual property rights, you and we agree that any dispute or controversy between us, or arising under or concerning performance or breach of this Agreement, shall be settled by one arbitrator in binding arbitration, to be held in Mississippi, U.S.A. Judgment on the arbitration award may be entered in any court of competent jurisdiction. If we allege that you have infringed or threatened to infringe our intellectual property rights, then, in addition to any other rights and remedies we may have, we may seek any preliminary or permanent injunctive relief from any court of competent jurisdiction..
d. This Agreement (and all documents incorporated by reference) constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. No amendment, modification or supplement of any provision of this Agreement will be valid or effective unless made in accordance with the express terms of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable under any circumstances, its application in any other circumstances and the remaining provisions of this Agreement shall not be affected. You may not assign or transfer this Agreement, or any of its rights or obligations, without the prior written consent of Auctionmed.com/Willow Birch Pharma, Inc. , which we can refuse in our sole discretion. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person or entity other than the parties hereto and their successors and permitted assigns. Our suppliers and co-brand partners are third-party beneficiaries of this Agreement. The subject heading at the beginning of each paragraph of this Agreement is for reference purposes only and in no way defines, limits, construes or describes the scope or extent of such paragraph.
e. By submittal and agreement of the terms and conditions of this User Agreement, you warrant you are an owner and/or authorized member of ownership and may legally bind the ownership to the terms and conditions stated in this User Agreement.