BidRxsm User Agreement and Terms and Conditions of Website Use
Welcome to BidRx.com, which is owned and operated by BidRx, LLC (hereafter called "BidRxsm"). This User Agreement and Terms and Conditions of Website Use (collectively, the "Agreement") contains the terms, provisions and conditions upon which BidRxsm is willing to provide you access to and use of any BidRxsm website and all related pages, information, databases, functionality and materials (collectively, "BidRx.com" or the "Website"), and governs your use of BidRx.com. If you do not agree to be bound by this Agreement, you may not access or use BidRx.com. Your use of BidRx.com constitutes your acceptance of this Agreement, and the accompanying Notice of Privacy Practices and Internet Privacy and Security Policy in effect at the time. Please scroll down through this Agreement to review important provisions regarding arbitration, limitation of liability, waivers and indemnities, and other important provisions. The fees and other charges assessed by BidRxsm are based upon your acceptance, and the enforceability, of the arbitration, liability limitations, waivers and indemnity provisions -- in the absence of which such fees and costs would be increased to compensate for the potential additional business expenses.
Before you may use BidRx.com, you must register by completing an online form that is only available to complete after you read and accept all of the terms and provisions of this Agreement, including those expressly set out below and those incorporated by reference. All policies incorporated by reference are accessible through links in this Agreement, which should be accessed and read before you click and accept below
BidRxsm may make changes to this Agreement, or any policies governing use of the Website and related services, at any time at its discretion; provided, however, that such changes will only effect and control your subsequent use of the Website. BidRxsm encourages you to review this Agreement each time upon entering the Website for updates and changes because your future access or use of the Website shall be deemed acceptance of these changes. You should print a copy of this and future Agreements for your reference.
This Agreement is a contract between you and BidRxsm. If you have questions regarding it, please contact BidRxsm at BidRx, LLC, Attn: Legal Department, 2905 Universal Street, Suite 220, Oshkosh, WI 54904 or (email@example.com).
1. BidRxsm Services.
The Website is an Internet-based electronic marketplace linking buyers and sellers ("Participants") of a variety of pharmaceutical related products and services made available for use and purchase by the Participants (collectively, "Participant Services"). As owner of the Website, BidRxsm manages the functional and technical operations required to maintain and support the Website (the "BidRxsm Services"). Although the Website may be referred to as an online auction site, BidRxsm is not an auctioneer or a clearinghouse and does not sell Participant Services.
Because it does not sell Participant Services, BidRxsm disclaims any responsibility for the quality, safety, or legality of the products advertised, the truth or accuracy of the listings, the ability of the Participants to sell or deliver the Participant Services, or the ability of Participants to pay for them. BidRxsm cannot ensure that a Participant will actually complete a transaction. You are responsible for accurately entering your information into BidRx.com. BidRxsm will not review such information as a part of the BidRxsm Services. Information submitted by you or generated from transactions through the Website (absent any personably identifiable information) will be available on the BidRxsm system to all pharmacies within the service area and others per this Agreement for development of statistical data to facilitate efficiency and competition in the field of pharmacy services. BidRxsm may provide additional BidRxsm Services such as Similar Product Pricing Comparison ("SPPC") services. Any BidRxsm Services that you order from BidRx.com for which BidRxsm charges fees shall be paid for by you with valid funds at the time you place your order or when you pick up your prescription at the pharmacy. BidRxsm may, at its sole discretion, delete or change some or all of the BidRxsm Services or Participant Services now or offered in the future at any time, free and clear of any claim of vested rights or other entitlement as a Participant of BidRx.com or otherwise.
2. Participant Services.
Participant Services are offered and sold by the Participants. If you have a claim or dispute regarding any Participant Services, you must deal directly with the affected Participants, not BidRxsm. Unless otherwise prohibited by applicable law, you release BidRxsm from and waive any and all claims, demands, and causes of action of every kind and nature, known and unknown, which exist or hereafter arise against BidRxsm related in any way to such claim or dispute over Participant Services. Although Participants are expected to input accurate information on the Website, on occasion pricing, typographical, or other mistakes may occur. BidRxsm reserves and shall have the right to cancel any transactions processed with inaccurate information submitted by any Participants, and the return of any amounts paid by you to BidRxsm in the cancelled transaction shall be your sole remedy.
To use or purchase any BidRxsm Services or Participant Services, you must be a Participant of BidRx.com -- which is available to (a) companies legally organized and authorized to do business in the United States with a shipping address in the United States and (b) individuals 18 years and older who, under the laws of their state of residence, are not precluded from registering and undertaking the various obligations under this Agreement and who have a shipping address in the United States or use an APO/FPO U.S. military address (each a "Qualified Member"). Qualified Members with custodial care of a minor or other person who is not eligible to become a Participant (a "Dependent") may use BidRx.com on behalf of the Dependent. The Qualified Member and the Dependent certify that the Qualified Member is authorized under all applicable laws to disclose and provide personal information of the Dependent to BidRxsm. The Qualified Member and the Dependent further authorize BidRxsm to use the personal information in connection with the Website and the provision of BidRxsm and Participant Services subject to the terms of this Agreement. If you do not qualify to be a Participant, please do not use BidRx.com.
By becoming a Participant and by accessing any portion of BidRx.com, you have a limited license to use its contents for your personal, non-commercial use according to this Agreement unless commercial use has been authorized by BidRxsm in a separate written agreement with you. Your license may not be transferred, sold, or used by any other person or entity without the express prior written permission of BidRxsm.
4. Participant Information.
You agree to provide information reasonably requested by BidRxsm related to registration, the BidRxsm Services or Participant Services. By becoming a Participant, you certify that all information you provide to BidRxsm ("Participant Information"), whether through the registration process or otherwise will be true, accurate, current, and complete. You will indemnify and hold BidRxsm harmless from any and all loss, liability, cost, damage and expense it may incur as a result of any inaccurate Participant Information you provide at any time, as well as any Participant Information which becomes inaccurate. You agree to promptly update your Participant Information in the event of any change so that the Participant Information possessed by BidRxsm at the time of a given transaction is accurate in all respects.
You are solely responsible for the accuracy and disclosure to us of your Participant Information. You agree that BidRxsm is not liable to you or any third party for damages or losses related to the accuracy or disclosure to us of your Participant Information.
BidRxsm respects the privacy of Participant Information. Please review BidRxsm's Notice of Privacy Practices and Internet Privacy and Security Policy for more information regarding BidRxsm's policies and procedures for protection, disclosure and use of Participant Information. Subject to the privacy protections contained in the above referenced policy, BidRxsm retains a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and store (in any media, currently known or unknown) Participant Information related to this Agreement or provision of BidRxsm Services.
5. Identity Verification.
You will receive or create a password and login when becoming a Participant. It is your responsibility to maintain the confidentiality of your password and login. You are responsible for all activities that occur under your password and login. You agree not to share your password and login with another person under any circumstances and if you nevertheless do so, you will be solely responsible for any loss, damage or expense resulting from unauthorized use of such information. This requirement is intended to protect you, as well as BidRxsm and other BidRx.com users. You agree to immediately notify BidRxsm of any loss, theft, or unauthorized use of your password or login or any other breach of security.
Except for your designated legal representative or other person you have authorized as an "Assistant" during the registration process, you shall not allow any other person or entity to use your username or password. You agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false e-mail or other headers, or otherwise conceal your identity from BidRxsm for any purpose. You agree not to attempt to access, delete, or modify the data or the account of another Participant.
a. Membership Fees. There may be a charge to become a Participant of BidRx.com for personal use of BidRx.com as a tool for obtaining prescriptions. Any charge for participation is included in the cost of your prescription and collected by the pharmacy. In addition to any participation charges, you are also responsible to pay the Participant for any Participant Services you may purchase. To the extent not covered by insurance payments processed through BidRx.com, you agree to make the payments directly to the Participant. Participants desiring to use BidRx.com for commercial purposes must first enter into a commercial agreement with BidRxsm and pay charges in accordance with the terms of that agreement.
b. Other Services Fees and Taxes. You are responsible for promptly paying all fees and charges (the "Fees") associated with your use or purchase of BidRxsm Services for which there is a charge at the time of purchase. Further, you shall be responsible for any applicable federal, state, or local franchise fees, surcharges, sales and use taxes, and any other taxes (except those related to BidRxsm's net income) related to the BidRxsm Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase.
Fees and Taxes for using the BidRxsm Services will be identified in subsequent changes to BidRx.com and shall be effective immediately when posted. All Fees and Taxes are payable in U.S. dollars.
c. Billing & Payment Disputes. If you dispute any Fees related to purchase of any BidRxsm Services, you shall provide BidRxsm with written notice describing such dispute in reasonable detail and shall include with such notice all documentation as may be reasonably required to support your position regarding the dispute. All disputes regarding any Fees must be submitted to BidRxsm within 90 days of the date of your purchase of the BidRxsm Service. If you do not submit a claim within such time period, you waive all rights to dispute such Fees.
If the dispute is resolved in favor of BidRxsm and you have withheld the disputed amount, any payments withheld pending settlement of the disputed amount shall bear interest at eighteen percent (18%) per annum or the highest amount permitted by law, whichever is lower, from the payment due date up to and including the date of payment. BidRxsm shall be entitled to recover from you all its costs and expenses (including, without limitation, actual attorneys fees) incurred in successfully enforcing your compliance with this Agreement, whether related to a dispute over Fees or otherwise.
7. Restrictions on Use of BidRxsm Intellectual Property, Website, and BidRxsm Services
BidRxsm or its content providers own all of the content, materials, and other intellectual property related to BidRx.com and BidRxsm Services, including without limit all text, graphics, photographs, music, data, images, audio and video clips, software, names, button icons, logos, images, designs, titles, words or phrases, page headers, service names, trademarks, patents, and copyrights (collectively, "Materials"). You have no rights to the Materials, except as may be expressly set forth in this Agreement. Any use of the Materials, except as permitted by this Agreement, is expressly prohibited. The Materials and use of BidRx.com and BidRxsm Services are registered and/or protected by U.S. and international copyright, trademark, and other laws.
Your license to use BidRx.com and BidRxsm Services includes the limited right to view, bookmark, download and print, for your noncommercial, personal use and information only, (unless BidRxsm has authorized commercial uses in a separate agreement with you), those pages of BidRx.com that interest you, subject to any other terms and conditions of use and/or payment in this Agreement or on BidRx.com. Your continued use of any Materials is terminable by BidRxsm at any time under the circumstances described in this Agreement. You agree to retain all copyright and other proprietary notices contained in BidRx.com or the BidRxsm Services. You may not delete or change any copyright or trademark notices, and may not alter or modify the content in any manner without the express written permission of BidRxsm.
You further agree that you will not:
BidRxsm reserves the right to disclose the identity of anyone posting or transmitting any information or materials violating the above prohibitions to law enforcement authorities or pursuant to any court order requesting or directing BidRxsm to disclose such information.
BidRxsm does not represent or guarantee the truthfulness, accuracy, or reliability of communications posted by users of BidRx.com or the BidRxsm Services, nor does BidRxsm endorse any opinions expressed by users or any third parties using BidRx.com or the BidRxsm Services. Any reliance on material posted by other users or Participants shall be at your own risk
8. Fraud, Manipulation and Termination.
You may not manipulate the price or other information associated with any bid provided by a Participant for any Participant Service.
Without limiting any of its other available rights or remedies, BidRxsm may suspend or terminate your license and use of BidRx.com if BidRxsm, at its sole discretion, reasonably suspects that you have violated any provisions of this Agreement or engaged in any improper, dishonest or fraudulent activity in connection with BidRx.com or the BidRxsm Services.
9. Medical Disclaimer.
BIDRXSM DOES NOT PROVIDE MEDICAL ADVICE OR PRESCRIPTION DRUG THERAPY RECOMMENDATIONS. BIDRX.COM AND THE BIDRXSMAND PARTICIPANT SERVICES CANNOT AND DO NOT CONTAIN INFORMATION ABOUT ALL MEDICAL CONDITIONS. THEY MAY NOT CONTAIN ALL INFORMATION THAT IS APPLICABLE TO YOUR PERSONAL CONDITIONS OR CIRCUMSTANCES. THE MATERIALS ARE NOT INTENDED FOR DIAGNOSIS AND SHOULD NOT BE USED AS A SUBSTITUTE FOR CONSULTATION WITH A PHYSICIAN. IF YOU SUSPECT YOU MAY HAVE A MEDICAL PROBLEM, PROMPTLY SEEK THE CARE OF A PHYSICIAN OR HEALTHCARE PROVIDER.
BIDRXSM DOES NOT RECOMMEND THAT YOU USE ANY OF THE SIMILAR DRUGS LISTED IN ANY SPPC. THE SPPC IS PROVIDED FOR COMPARISON PURPOSES ONLY. SIMILAR DRUGS LISTED IN YOUR SPPC MAY NOT BE RIGHT FOR YOU AND ONLY YOU AND YOUR PRESCRIBER CAN MAKE THAT DECISION. YOU SHOULD CONTACT YOUR PRESCRIBER TO DETERMINE WHETHER ANY OF THE SIMILAR PRODUCTS IDENTIFIED BY BIDRXSM IN THE SPPC ARE APPROPRIATE FOR YOUR USE. YOU MAY NOT OBTAIN ANY DRUGS LISTED IN AN SPPC WITHOUT A PRESCRIPTION.
ANY INFORMATION SUPPLIED THROUGH BIDRX.COM OR THE BIDRXSM OR PARTICIPANT SERVICES, IN ANY MANNER OR MEDIUM, IS NOT INTENDED TO, AND DOES NOT CONSTITUTE, MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE BY BIDRXSMOR CREATE A PROFESSIONAL RELATIONSHIP BETWEEN BIDRXSMAND YOU, AND DOES NOT CREATE ANY PRIVACY INTERESTS OTHER THAN THOSE DESCRIBED IN BIDRXSM'S NOTICE OF PRIVACY PRACTICES AND INTERNET PRIVACY AND SECURITY POLICY.
10. Other Disclaimers.
THE BIDRXSM SERVICES ARE PROVIDED IN AN "AS IS WHERE IS" CONDITION, SUBJECT TO ANY AND ALL FAULTS AND DEFECTS EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT. FURTHERMORE BIDRXSM MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING PARTICIPANT SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BIDRXSM HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS AND NON-INFRINGEMENT, TITLE, OR COMPLIANCE WITH ANY FEDERAL, STATE, OR OTHER LAW(S), AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THIS AGREEMENT, THE BIDRXSM SERVICES, PARTICIPANT SERVICES, OR BIDRX.COM. NO ADVICE OR INFORMATION GIVEN BY ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF BIDRXSM (collectively a " BidRxsm AFFILIATE") SHALL CREATE A WARRANTY OR REPRESENTATION BINDING UPON BIDRXSM UNLESS IN WRITING SIGNED BY THE CHIEF OPERATING OFFICER OF BIDRXSM. NO ONE ELSE IS AUTHORIZED TO MAKE ANY WARRANTY ON BidRxsm'S BEHALF, AND YOU CANNOT RELY ON ANY OTHER REPRESENTATION OR ASSERTED WARRANTY OR GUARANTEE.
YOU AGREE THAT BIDRXSMAND THE BIDRXSMAFFILIATES ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY FOR THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR PERFORMANCE OF BIDRX.COM, THE BidRxsm SERVICES, THE PARTICIPANT SERVICES OR ANY MATERIALS ON BIDRX.COM, THE PERFORMANCE OF THE INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH YOUR COMPUTER SYSTEMS, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE OR OTHER DISABLING DEVICE FROM ANY SOURCE (INCLUDING, WITHOUT LIMITATION, BIDRX.COM), OR FOR THE UNAUTHORIZED ACCESS TO OR USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN BIDRXSM.
BIDRXSM EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED, OR DELAYED COMPUTER TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, OR LOSS OR USE OF DATA, AS WELL AS UNAUTHORIZED ACCESS OF USER TRANSMISSIONS BY THIRD PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT. BIDRXSM DOES NOT REPRESENT OR WARRANT THAT BIDRX.COM WILL OPERATE WITHOUT ERROR, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER MAKING IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BIDRX.COM INCLUDES CONTENT PROVIDED BY THIRD PARTIES AND BY YOU. BIDRXSM IS A DISTRIBUTOR OF SUCH CONTENT AND NOT ITS PUBLISHER. THESE THIRD PARTIES MAY EXPRESS CERTAIN OPINIONS OR PROVIDE CERTAIN INFORMATION AND OFFERS. BIDRXSM MAKES NO WARRANTIES, AND DISCLAIMS ALL LIABILITY, AS TO THE COMPLETENESS, ACCURACY, TIMELINESS, OR RELIABILITY OF BIDS, INFORMATION OR OFFERS SUPPLIED BY PARTICIPANTS AND DISTRIBUTED BY BIDRXSM THROUGH BIDRX.COM OR OTHERWISE. BIDRXSM DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE OF ANY PARTICIPANT, INCLUDING ANY SUCH PARTICIPANT'S CONFORMANCE TO ANY LAW, RULE, REGULATION, OR POLICY.
BIDRXSM DOES NOT WARRANT THAT INFORMATION, SERVICES, AND PRODUCTS CONTAINED IN BIDRX.COM OR THE BIDRXSMOR PARTICIPANT SERVICES WILL SATISFY YOUR REQUIREMENTS OR THAT THEY ARE ERROR OR DEFECT-FREE. BEFORE USING ANY BIDRXSMOR PARTICIPANT SERVICES, YOU SHOULD CONFIRM ANY INFORMATION ON THE ACCOMPANYING PACKAGING. YOU ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS AND LEGALITY OF ANY INFORMATION YOU SUPPLY TO BIDRXSM. BY USE OF BIDRX.COM, YOU ACKNOWLEDGE THAT SUCH USE IS AT YOUR SOLE RISK, INCLUDING RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH BIDRX.COM.
11. Disclaimer and Limitation of Liability.
BIDRXSMAND THE BIDRXSMAFFILIATES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES AS A RESULT OF ANY BREACH OR DEFAULT BY THEM WITH RESPECT TO THIS AGREEMENT OR THE BIDRXSM OR PARTICIPANT SERVICES, WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE.
IN NO EVENT SHALL THE TOTAL LIABILITY OF BIDRXSM AND THE BIDRXSM AFFILIATES TO YOU FOR ANY DAMAGES, LOSSES, COSTS AND EXPENSES RELATED TO ANY CLAIM BY YOU IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE EXCEED: (A) THE AMOUNT OF INSURANCE PROCEEDS PAYABLE WITH RESPECT TO SUCH CLAIM UNDER ANY COMPREHENSIVE GENERAL LIABILITY INSURANCE POLICY THEN MAINTAINED BY BIDRXSM; OR (B) IN THE ABSENCE OF SUCH INSURANCE COVERAGE THE AGGREGATE AMOUNT OF CHARGES PAID BY YOU FOR THE BIDRXSM SERVICES AND PARTICIPANT SERVICES AT ISSUE; OR (C) IN THE ABSENCE OF SUCH CHARGES, ONE THOUSAND DOLLARS ($1,000). YOU AGREE THAT THIS LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU, BIDRXSMAND THE BIDRXSMAFFILIATES AND REFLECTS THE FEES, IF ANY, BIDRXSM CHARGES. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, BIDRX.COM AND THE SERVICES WOULD NOT BE PROVIDED TO YOU.
ANY CLAIM BY YOU NOT FILED IN ARBITRATION UNDER SECTION 15 BELOW WITHIN ONE YEAR OF YOUR DISCOVERY OF THE FACTUAL BASIS FOR THE CLAIM SHALL BE DEEMED FOREVER WAIVED, BARRED AND RELEASED.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS BIDRXSMAND THE BIDRXSMAFFILIATES FROM AND AGAINST ANY CLAIM, DAMAGE, LOSS, LIABILITY, INJURY, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS' AND EXPERT FEES) ARISING OUT OF OR RELATED TO YOUR (A) BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, (B) VIOLATION OF ANY PERSON'S OR ENTITY'S LEGAL RIGHTS (INCLUDING, WITHOUT LIMITATION, COPYRIGHT, PATENT, TRADE SECRET, TRADEMARK, OR OTHER PROPRIETARY RIGHTS, OR PUBLICITY, CONTRACT, MORAL, OR PRIVACY RIGHTS), (C) VIOLATION BY YOU OF ANY APPLICABLE LAW, RULE OR REGULATION, OR (D) NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT ON YOUR PART, OR (E) UNAUTHORIZED USE OF YOUR PARTICIPANT INFORMATION BY A PARTY OTHER THAN BIDRXSM.
13. Governing Law.
BidRxsm controls and operates BidRx.com from its offices within the United States. If you choose to access BidRx.com from other locations, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws. You agree that your rights and obligations related to this Agreement, BidRxsm and your use of BidRx.com or the BidRxsm Services shall be interpreted and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws principles.
You understand and agree that the BidRxsm Services and Participant Services may be controlled for export purposes. You agree to comply with all United States export laws and regulations including, but not limited to, the United States Export Administration Regulations, International Traffic in Arms Regulations, directives and regulations of the Office of Foreign Asset Control, treaties, Executive Orders, laws, statutes, amendments, and supplement thereto. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. You acknowledge that export of products or services and any related documentation, in whole or part, contrary to United States law is prohibited. You agree that no part of the BidRxsm Services or Participant Services available through BidRx.com, either in whole or part, are being acquired for shipment, transfer, or re-export, directly or indirectly, to proscribed, embargoed, or prohibited countries or their nationals, denied destinations, or for prohibited activities or for weapons. Proscribed countries, destinations, and people are set forth in the United States Export Administration Regulations, and the Office of Foreign Asset Control's Specially Designated Nationals list, and are subject to change without further notice from BidRxsm.
15. Dispute Resolution (Binding Arbitration).
If a dispute, claim, or controversy ("Dispute") arises between you and BidRxsm or any of the BidRxsm Affiliates under or in any way relating to this Agreement, BidRx.com, or the BidRxsm or Participant Services (including, without limitation, arbitrability of the Dispute) that is not resolved informally within 30 days, such Dispute will be finally settled and resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association using a single arbitrator (who has at least 3 years experience in structuring on-line commercial transactions and who shall have no power to award consequential, punitive or exemplary damages), with the arbitration to be commenced within one (1) year after the factual basis for such Dispute becomes known -- otherwise all rights, claims and causes of action relating to the Dispute shall be deemed irrevocably waived. A judgment upon an arbitrator's award may be entered in any court of competent jurisdiction. Any arbitration hearing shall be held in either Milwaukee, WI, USA or Denver, CO, USA (whichever is located closest in miles to you), with these to be exclusive venues to which you hereby expressly consent. Except as prohibited by applicable law, you waive any right to trial by a judge or jury, to recovery of consequential damages and to pursue or participate in a consolidated or class action arbitration related to this Agreement or the BidRxsm or Participant Services. Each party shall bear their own expenses of the arbitration and shall equally share the fees and expenses of the arbitrator except that if you obtain a favorable award, you shall also recover a percentage of your expenses and share of the fees and expenses of the arbitrator equal to the amount of the award in relation to the amount in Dispute (provided such percentage is at least 51% of the amount in Dispute).
This arbitration requirement shall not preclude a party from at any time seeking temporary equitable relief in the form of a preliminary injunction, temporary restraining order or the like as necessary to preserve the status quo or prevent irreparable injury pending resolution of the Dispute in arbitration -- provided, however, the exclusive jurisdiction and venue for such an action shall be in the state or federal courts in Milwaukee, WI or Denver, CO (whichever is located closet in miles to you), and each party consents to personal jurisdiction in those courts for such purposes.
16. Independent Parties.
BidRxsm is an independent contractor and shall not at any time or under any circumstances be considered an agent or representative of any Participant of BidRx.com. No joint venture, partnership, or like relationship is created between the parties by this Agreement.
The headings of the sections in this Agreement are strictly for convenience of reference only and shall not in any way be construed as amplifying or limiting any of the terms, provisions or conditions of this Agreement.
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason: (a) such invalidity or unenforceability shall not affect any other provision of this Agreement; (b) the remaining terms, covenants and conditions hereof shall remain in full force and effect; and (c) the invalid or unenforceable provision shall be automatically modified, with the least changes necessary, so as to make it valid and enforceable.
No failure to exercise and no delay in exercising, by BidRxsm, any right, power or privilege under this Agreement shall operate as a waiver thereof, except as otherwise expressly provided in this Agreement or in writing by BidRxsm's chief operating officer. Any waiver by BidRxsm of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the terms of this Agreement unless and until agreed to in writing by BidRxsm.
All notices and communications concerning this Agreement shall be in writing and addressed to BidRxsm as follows:
Attn: Legal Department
2905 Universal Street, Suite 220
Oshkosh, WI 54904
Notices shall be sent by certified U.S. Mail, return receipt requested, or by commercial overnight delivery service which provides acknowledgement of delivery and shall be deemed delivered: if sent by U.S. Mail, five (5) days after deposit, or if sent by commercial overnight delivery service, upon verification of receipt.
19. Modification of Terms.
BidRxsm reserves the right to amend the terms of this Agreement at any time, for any reason, and without notice, including the right to terminate the BidRxsm or Participant Services or any part thereof. Any amendments and modifications made by BidRxsm will be prospective only, and unless otherwise provided in this Agreement, will be effective upon being posted on BidRx.com.
20. Links to Third Party Sites.
BidRx.com contains links to third party websites. These links will allow you to leave BidRx.com. The linked sites are not under the control of BidRxsm, and BidRxsm is not responsible for the contents of any linked site. The links are provided as a convenience, and BidRxsm does not endorse, sponsor, or recommend any linked site or its contents.
BidRxsm may include third party information in BidRx.com for general informational purposes only. BidRxsm is unable to verify the accuracy or completeness of third party information posted to BidRx.com or accessible from BidRx.com. Consequently, you agree BidRxsm does not guarantee, and is not liable to you for, the accuracy, results, completeness, authorship or suitability of any third party content and BidRxsm is not obligated to maintain, verify, update or post any corrections to such third party information for any reason. Nothing in BidRx.com or the Services referencing any third parties with whom BidRxsm conducts business, and nothing in this Agreement, shall be deemed to create any agency relationship or affiliation with, or endorsement or sponsorship of, such third parties or you or make the third parties or you partners or joint venturers with BidRxsm, or otherwise provide you or any third parties with any rights to act on BidRxsm's behalf.
This Agreement is effective until changed by BidRxsm or terminated by you or BidRxsm for any reason whatsoever. If you no longer agree to be bound by this Agreement (as amended from time to time), you must cease use of BidRx.com. BidRxsm reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of BidRx.com with or without notice at any time and for any reason. You agree that any termination, restriction, or suspension of your access to BidRx.com may be made without prior notice, and you acknowledge that BidRxsm may immediately deactivate or delete your account and all related information and files in the account and bar you from any further access to the files or BidRx.com. You agree that BidRxsm shall not be liable to you or any third-party for any termination, restriction, or suspension of access to BidRx.com under any circumstances whatsoever.
BidRxsm reserves the right to access Participant Information and to remove any materials that do not conform to this Agreement—although BidRxsm shall be under no affirmative obligation to monitor any of the foregoing or to otherwise screen or monitor any communications or information prior to its posting. You agree that BidRxsm has the right, but is not obligated, to monitor your use of BidRx.com and any communications made by you related to such use in any manner. You release BidRxsm from any liability relating to its monitoring activities. BidRxsm may also warn its Participants of any actual or suspected improper actions by you. If BidRxsm denies you access to BidRx.com, you agree to destroy all materials obtained from BidRx.com and all copies of those materials with the exception of your personal account materials.
BidRxsm uses certain Medi-Span Knowledge Bases ("Medi-Span Licensed Products") from Medi-Span, a division of Wolters Kluwer Health, Inc. ("Medi-Span"). To the extent you receive content or material from BidRx.com that has been licensed from Medi-Span or created using Medi-Span Licensed Products, you agree to and accept the following additional terms and conditions with regard to Medi-Span:
23. University of the Sciences in Philadelphia
You acknowledge and agree that the information and other content ("Information") provided on this Web site to any prescribing physician, qualified health service provider, consumer or other party using this Web site (each, a "User") (including the therapeutic alternatives suggested from the Similar Product Price Comparison search, text, charts, graphics, images and any other material located on the Web site) are for informational purposes only. Any therapeutic alternative derived from the Similar Product Price Comparison search is generated from search criteria that a User has input into the search fields without BidRx, LLC and/or its suppliers having any knowledge of the patient's specific medical condition and, in some cases, this therapeutic alternative may be inappropriate in the treatment of the patient's specific medical condition.
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25. Copyright Agent for Claims of Copyright Infringement.
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BidRxsm's designated agent for notification may be contacted at:
Attn: Legal Department
2905 Universal Street, Suite 220
Oshkosh, WI 54904
By Phone: 920-230-6200
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28. Electronic Signature.
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