Terms and Conditions of Use

1. Agreement; Acceptance; Scope

Welcome to InStockRx.com, owned and operated by InView Analytics Inc. d/b/a InStockRx ("InStockRx"). These Terms and Conditions of Use, together with policies expressly incorporated by reference (collectively, the "Agreement"), govern access to and use of the InStockRx website, applications, marketplace, data integrations, transaction tools, payment functionality, and related services (collectively, the "Platform").

By registering for, accessing, or using the Platform, a Participant agrees to be bound by this Agreement. A person accepting this Agreement on behalf of an entity represents that the person has authority to bind that entity.

For material amendments affecting regulatory certifications, transaction authority, payment obligations, dispute resolution, or other material rights or obligations, InStockRx may require affirmative electronic acceptance or re-certification as a condition of continued trading or Platform access. A Participant that does not complete required re-certification may be placed out of good standing and may not initiate new transactions until re-certification is completed.

2. Definitions

"Buyer" means a Participant purchasing or receiving a Product through the Platform. "Seller" means a Participant listing, selling, or transferring a Product through the Platform. "Participant" means an entity or authorized user approved to use the Platform. "Product" means a pharmaceutical or other healthcare product eligible for a transaction through the Platform. "Transaction" includes a purchase, sale, transfer, or other transaction facilitated through the Platform.

"Applicable Law" includes all applicable federal, state, territorial, and local statutes, regulations, rules, orders, licensing requirements, board-of-pharmacy requirements, and other legally binding requirements, including, where applicable, the Drug Supply Chain Security Act ("DSCSA").

3. InStockRx's Role

The Platform is an Internet-based electronic marketplace that connects eligible buyers and sellers of pharmaceutical-related products and services. InStockRx manages the functional and technical operations required to maintain and support the Platform.

InStockRx is a technology marketplace and transaction facilitator. Except where InStockRx expressly agrees otherwise in a separate written agreement, InStockRx is not the seller, purchaser, owner, manufacturer, dispenser, wholesale distributor, third-party logistics provider, prescribing practitioner, pharmacy, broker, agent, or representative of any Participant or Product involved in a Participant-to-Participant Transaction.

InStockRx does not direct the sale or transfer of Products and does not independently determine whether a particular Participant is legally authorized to purchase, sell, distribute, dispense, transfer, ship, receive, or otherwise transact in a particular Product in a particular jurisdiction. Each Participant is independently responsible for making that determination before each Transaction.

Nothing on the Platform constitutes legal, regulatory, clinical, tax, accounting, or other professional advice.

4. Eligibility; Registration; Continuing Qualification

Use of transaction functionality is limited to entities approved by InStockRx and legally authorized to conduct the activities in which they engage.

A Participant shall provide complete, current, and accurate registration information and any documentation reasonably requested by InStockRx, which may include legal business name, DBA, ownership information, physical business address, NPI, NCPDP, GLN, state licenses, DEA registration where applicable, banking information, and other credentials relevant to the Participant's activities.

Each Participant represents and warrants, continuously while using the Platform, that it maintains all licenses, permits, registrations, approvals, and authority required for its activities and each Transaction. A Participant must notify InStockRx promptly, and in no event later than three (3) business days, of any suspension, restriction, expiration, surrender, revocation, disciplinary action, change of ownership, material change of address, or other material change affecting its authority to use the Platform.

InStockRx may verify credentials directly or through third parties and may request supplemental documentation, attestations, or re-certification at any time. InStockRx may suspend transaction privileges while verification is pending. Suspension, recovery of actual losses, indemnification, and other contractual remedies apply.

5. Participant Regulatory Responsibility

Each Participant is solely responsible for compliance with Applicable Law governing its own conduct and each Transaction, including laws governing pharmacy practice, wholesale distribution, dispensing, office-use purchases, product transfers, licensure, controlled substances, product traceability, storage and handling, taxation, and recordkeeping.

Approval to use the Platform, verification of a license, or availability of a Platform feature does not constitute a determination by InStockRx that a particular Transaction is lawful. A Participant must not rely on InStockRx's approval, software logic, listing functionality, or transaction processing as a substitute for its own legal and regulatory determination.

Participants shall cooperate with reasonable compliance inquiries and provide requested records within the period required by Applicable Law or, if no shorter period applies, within two (2) business days after request.

6. State-Law Transaction Requirements; Specific Patient Need and Other Exceptions

A Participant may conduct a Transaction only if the Participant has the license or other legal authority required for that Transaction in the relevant jurisdiction. A Participant may not characterize an ordinary inventory sale or transfer as a patient-specific, emergency, intracompany, occasional, or other exempt transaction unless all legal requirements for the applicable exception are actually satisfied.

Where Applicable Law permits a transfer based on a specific patient need, emergency medical reason, intracompany transfer, or another statutory or regulatory exception, the Participants must maintain documentation sufficient to establish the exception and must provide it to InStockRx upon request. A specific-patient-need pathway may not be used to increase, maintain, replace, or replenish inventory in anticipation of future demand unless Applicable Law expressly permits that activity.

InStockRx may restrict, block, condition, or require additional attestations for Transactions involving jurisdictions or transaction types presenting heightened regulatory requirements.

7. Product Eligibility and Listing Requirements

Each Seller is responsible for ensuring that every Product listed is lawful, authentic, salable, accurately described, and eligible for the contemplated Transaction.

Unless expressly authorized by InStockRx and lawful under Applicable Law, the following may not be listed or transferred through the Platform: controlled substances; expired Products; prescription drug samples; counterfeit, stolen, diverted, adulterated, misbranded, recalled, or otherwise unlawful Products; Products subject to an unresolved suspect or illegitimate product determination; Products with compromised packaging, labeling, product identifiers, storage history, or integrity; or Products that cannot be supported by required traceability records.

Listings must accurately identify the Product, quantity, strength, dosage form, expiration information, condition, and all product-identifying information required by Applicable Law or Platform rules. A Seller may not knowingly omit a material condition affecting Product quality, legality, or salability.

8. DSCSA; Traceability; Suspect and Illegitimate Product

Each Participant shall comply with the DSCSA and implementing requirements applicable to its role and Transaction. Sellers must provide transaction information and transaction statements, and any other electronic interoperable transaction data, to the extent required by then-applicable law.

A Seller represents that it acquired Product from an authorized trading partner where required; maintains systems and processes required by law; has not knowingly provided false transaction information; and has not knowingly shipped a suspect or illegitimate Product.

Participants shall promptly investigate, quarantine, and make required notifications concerning suspect or illegitimate Product and shall cooperate with InStockRx, trading partners, manufacturers, FDA, state regulators, and other appropriate authorities as required by law.

InStockRx may immediately suspend a listing or Transaction, preserve records, restrict an account, or take other reasonable protective action when authenticity, traceability, or Product integrity is reasonably in question.

9. Buyer Obligations

A Buyer represents and warrants that it is legally authorized to acquire and receive each Product ordered and will use, dispense, distribute, transfer, or otherwise handle the Product only as permitted by Applicable Law.

Buyer shall inspect deliveries promptly. Any shortage, shipping damage, temperature excursion, incorrect Product, or other apparent nonconformity must be reported through the Platform within seventy-two (72) hours after documented delivery unless a different period is required by Applicable Law or expressly stated for the Transaction.

A Buyer must preserve Product and packaging reasonably necessary to investigate a dispute and may not dispense, transfer, destroy, or alter disputed Product where doing so would impair investigation or violate Applicable Law.

10. Seller Obligations

A Seller represents that it owns or has lawful authority to transfer each Product; the Product has been stored and handled in accordance with manufacturer requirements and Applicable Law; and the Product has not been dispensed, returned by a patient, or otherwise rendered ineligible for resale or transfer.

Seller shall package and ship Product in a manner appropriate to maintain identity, integrity, security, and required storage conditions. Seller is responsible for accurate fulfillment and for complying with applicable carrier and dangerous-goods requirements.

Seller may not include unauthorized promotional materials, solicitations, or materials designed to circumvent the Platform. InStockRx may suspend the account, recover actual losses and reasonable enforcement costs, reverse affected credits, and pursue other remedies available under this Agreement or law.

11. Shipping; Cold Chain; Delivery

Products requiring refrigeration, freezing, or other controlled conditions must be packaged and shipped using validated or otherwise appropriate methods consistent with manufacturer requirements and Applicable Law. Participants must follow any then-current InStockRx shipping instructions.

Unless InStockRx expressly assumes responsibility in a separate written agreement, risk associated with packaging, carrier performance, loss, delay, damage, and temperature excursion remains allocated between Buyer and Seller under the applicable Transaction terms and carrier arrangements. InStockRx may assist with claims or coordination but does not thereby assume ownership of or responsibility for the Product.

Participants shall retain shipping, temperature, and delivery documentation required by Applicable Law or reasonably necessary to resolve a Transaction dispute.

12. Recalls; Market Withdrawals; Safety Actions

A Participant receiving notice of a recall, market withdrawal, safety alert, regulatory action, or other material Product issue affecting Product transacted through the Platform shall promptly take all actions required by Applicable Law and reasonably cooperate with InStockRx and affected trading partners. InStockRx may use Platform records to facilitate notifications and may suspend affected listings or Transactions.

13. Transaction Formation; Cancellations; Returns

Placing an order does not by itself complete a sale. The applicable Seller must confirm availability and fulfillment in accordance with Platform procedures. Except where the Platform permits cancellation, orders accepted and processed are binding between Buyer and Seller.

Returns, credits, reversals, and disputes are subject to Platform procedures, Product condition, Applicable Law, and the facts of the Transaction. Nothing in this Agreement requires a return that would violate Applicable Law or compromise Product integrity.

14. Fees; Taxes

InStockRx may charge marketplace transfer fees, subscription fees, service fees, and other charges disclosed on the Platform, an applicable order screen, or a separate written agreement. Fees may be deducted from Transaction proceeds where disclosed.

Participants are responsible for taxes imposed on their activities or Transactions, except taxes imposed on InStockRx's net income. InStockRx may change prospective fees upon notice through the Platform or other reasonable means.

15. ACH Authorization; Failed or Returned Payments

Each Participant authorizes InStockRx and its designated payment processors to initiate ACH debits and credits and other payment entries reasonably necessary to settle Transactions, collect disclosed fees, issue credits, correct errors, and reverse erroneous entries, in each case consistent with the authorization provided by the Participant and Applicable Law.

If an authorized ACH or other payment fails, is returned, or is rejected, the responsible Participant shall cure the payment within fourteen (14) calendar days after notice unless a shorter period is required to prevent loss or fraud. During the cure period, InStockRx may suspend new purchasing, selling, withdrawals, or other account functionality.

After expiration of the cure period, unpaid amounts may accrue interest at the lesser of the maximum lawful rate or the rate disclosed for the applicable payment arrangement. The Participant is responsible for reasonable, documented collection costs to the extent permitted by law.

A Participant must promptly update bank-account information and shall not revoke, close, or impair a designated settlement account for the purpose of avoiding an authorized payment obligation.

16. Optional Deferred-Payment, Financing, Factoring, or Receivables Services

InStockRx or a third party may from time to time offer optional payment timing, receivables purchase, factoring, financing, or similar services. Any such service is governed by separate transaction-specific disclosures and/or agreements. Participation in the ordinary marketplace does not by itself create a loan, extension of credit, factoring arrangement, or other financing relationship.

Where a receivable is sold or assigned pursuant to a factoring or receivables-purchase arrangement, the applicable seller and buyer shall recognize the assignment and make payment as directed in the applicable notice of assignment or transaction document. InStockRx may require acknowledgment of such notice electronically through the Platform.

Nothing in these Terms alters the economic or legal characterization of a separately documented payment, financing, or receivables arrangement.

17. Data Integrations; Records; Business Closure

A Participant may authorize its pharmacy management system, inventory analytics provider, wholesaler, bank, payment processor, or other service provider to transmit information to InStockRx for inventory analysis, marketplace automation, credential verification, settlement, compliance, and related Platform functions.

The Participant represents that it has authority to provide such authorization and to permit InStockRx to receive and use the information for the authorized purposes.

To the extent permitted by Applicable Law and applicable third-party agreements, a Participant authorizes InStockRx to obtain records reasonably necessary to reconcile or substantiate Transactions, including invoices and transaction records from designated wholesalers or service providers. This authorization survives closure, sale, insolvency, cessation of operations, or termination of Platform access solely to the extent necessary to complete, reconcile, audit, investigate, or document Transactions occurring before such event.

18. Confidentiality; Marketplace Data; Pricing Data

Nonpublic Participant information, transaction information, pricing data, inventory data, analytics, marketplace activity, and other nonpublic information made available through the Platform may be used only for legitimate Platform participation and the Participant's own internal business purposes, subject to this Agreement and the Privacy Policy.

A Participant may not scrape, harvest, systematically copy, resell, publish, disclose, commercialize, or use nonpublic marketplace information to create or support a competing marketplace, pricing service, data product, or service for nonparticipants without InStockRx's written authorization.

Unauthorized use may result in suspension or termination, injunctive relief where appropriate, recovery of actual damages, and other remedies available at law or equity.

19. Anti-Circumvention

A Participant may not use confidential or nonpublic information obtained through the Platform primarily to circumvent InStockRx with respect to a Transaction introduced or materially facilitated by the Platform in order to avoid applicable Platform fees. This restriction does not prohibit lawful relationships that existed independently of the Platform or communications reasonably necessary for regulatory, quality, safety, shipping, or Transaction fulfillment purposes.

20. Intellectual Property

InStockRx and its licensors own all right, title, and interest in the Platform, software, interfaces, designs, trademarks, copyrights, databases, compilations, analytics, algorithms, documentation, and other proprietary materials, except Participant-owned content.

No statement in this Agreement shall be construed as representing that a particular patent has issued or remains pending unless that statement is accurate when made.

Participants may not reverse engineer, decompile, disassemble, defeat technical restrictions, copy protected functionality, or misappropriate InStockRx confidential information except to the extent a restriction is prohibited by Applicable Law.

21. Prohibited Conduct

A Participant may not:

• impersonate another person or entity or provide false credentials;
• manipulate pricing, listings, orders, transaction records, or Product information;
• use robots, spiders, scrapers, automated extraction tools, or repeated automated access except as expressly authorized by InStockRx;
• introduce malicious code, interfere with Platform operation, probe security, bypass access controls, or attempt unauthorized access;
• use the Platform to facilitate fraud, unlawful distribution, diversion, counterfeit activity, or any violation of Applicable Law; or
• use Participant information for unauthorized solicitation, resale, competitive intelligence, or other purposes prohibited by this Agreement.

22. Monitoring; Investigations; Suspension; Termination

InStockRx may monitor Platform activity for security, fraud, Product integrity, regulatory, payment, and contractual compliance. InStockRx may request information and may suspend or restrict listings, Transactions, payments, or account access where it reasonably believes action is necessary to investigate or mitigate legal, regulatory, safety, fraud, cybersecurity, payment, or contractual risk.

InStockRx may terminate a Participant for material or repeated violation of this Agreement, loss of required authority, fraud, counterfeit or diversion concerns, nonpayment, misuse of data, or conduct that creates material risk to the Platform or other Participants. Where circumstances reasonably permit, InStockRx may provide an opportunity to cure; no cure is required for fraud, illegality, safety threats, security threats, or other circumstances requiring immediate action.

Termination does not extinguish accrued payment, indemnification, confidentiality, recordkeeping, dispute-resolution, or other obligations that by their nature survive.

23. Disclaimers

THE PLATFORM AND INSTOCKRX SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. INSTOCKRX DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

INSTOCKRX DOES NOT WARRANT THE QUALITY, SAFETY, LEGALITY, AUTHENTICITY, SALABILITY, AVAILABILITY, OR REGULATORY STATUS OF ANY PRODUCT OR THE PERFORMANCE, SOLVENCY, OR LEGAL COMPLIANCE OF ANY PARTICIPANT. NOTHING IN THIS DISCLAIMER LIMITS AN EXPRESS OBLIGATION THAT INSTOCKRX HAS SPECIFICALLY UNDERTAKEN IN A SEPARATE WRITTEN AGREEMENT.

24. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, INSTOCKRX AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING FROM OR RELATING TO THE PLATFORM, A TRANSACTION, A PRODUCT, OR THIS AGREEMENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INSTOCKRX AND ITS AFFILIATES ARISING OUT OF OR RELATING TO A CLAIM EXCEED THE GREATER OF (A) THE FEES PAID TO INSTOCKRX BY THE CLAIMING PARTICIPANT IN CONNECTION WITH THE TRANSACTION OR SERVICE GIVING RISE TO THE CLAIM OR, IF THE CLAIM IS NOT TRANSACTION-SPECIFIC, DURING THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100, EXCEPT TO THE EXTENT A DIFFERENT LIMIT IS REQUIRED BY APPLICABLE LAW.

25. Indemnification

Each Participant shall indemnify, defend, and hold harmless InStockRx, its affiliates, and their respective officers, directors, employees, and agents from third-party claims, governmental claims, losses, liabilities, penalties, damages, and reasonable costs and attorneys' fees arising out of or relating to: (a) the Participant's breach of this Agreement; (b) the Participant's violation of Applicable Law; (c) a Product listed, sold, purchased, transferred, stored, shipped, received, dispensed, or otherwise handled by the Participant; (d) inaccurate or misleading Participant information; (e) infringement or misappropriation caused by Participant-provided content; or (f) the Participant's negligence, recklessness, fraud, or willful misconduct.

26. Participant Disputes; Release

InStockRx is not a party to contracts between Buyers and Sellers merely because a Transaction occurs through the Platform. Participants shall address Product and fulfillment disputes with the applicable counterparty, subject to Platform dispute procedures.

To the fullest extent permitted by law, a Participant releases InStockRx and its affiliates from claims arising solely from disputes between Participants, except to the extent caused by InStockRx's own breach of an express obligation owed to that Participant.

27. Governing Law; Binding Arbitration

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles.

Any dispute between a Participant and InStockRx arising from or relating to this Agreement, the Platform, or InStockRx Services that is not resolved through good-faith discussions within thirty (30) days after written notice shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association before a single arbitrator. The arbitrator may award any individual remedy available under applicable law, subject to enforceable contractual limitations in this Agreement.

A claim must be commenced within one (1) year after the claimant knew or reasonably should have known of the factual basis for the claim, except where Applicable Law prohibits contractual shortening of the limitations period.

28. Electronic Communications; Signatures

Participants consent to electronic communications, notices, records, signatures, acknowledgments, and contracting through the Platform and agree that an electronic acceptance has the same legal effect as a handwritten signature to the extent permitted by Applicable Law.

InStockRx may deliver operational, transaction, compliance, and legal notices through the Platform, email, SMS where authorized, or other electronic means associated with the Participant's account.

29. Amendments; Versioning; Re-Certification

InStockRx may amend this Agreement prospectively. Nonmaterial changes may become effective upon posting or other reasonable notice. For material changes, InStockRx may provide advance notice or require affirmative acceptance, as appropriate to the nature of the change.

InStockRx may assign a version number or effective date to this Agreement or to a Participant certification. When InStockRx designates re-certification as mandatory, a Participant that has not accepted the then-current version may be placed out of good standing and prevented from initiating new Transactions until acceptance is completed.

30. Notices

Legal notices to InStockRx shall be directed to: InView Analytics Inc. d/b/a InStockRx, Attn: Legal Department, 28 Brindletown Road, New Egypt, New Jersey 08533, or to another legal-notice address designated by InStockRx. InStockRx may provide notices to Participants using the contact information maintained in their accounts.

31. Independent Parties

InStockRx is an independent contractor and is not an agent or representative of any Participant. No partnership, joint venture, fiduciary, employment, franchise, or similar relationship is created by this Agreement.

32. Miscellaneous

If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and the remaining provisions remain effective. A waiver must be express and does not waive a later breach. Headings are for convenience only.

This Agreement, together with incorporated policies and any applicable transaction-specific or service-specific agreement, constitutes the agreement governing the subject matter addressed herein. If a separately executed agreement expressly states that it controls over these Terms as to a particular service or transaction, that separate agreement controls to the extent of the conflict.

InStockRx may assign this Agreement in connection with a merger, reorganization, financing, sale of assets, or similar corporate transaction. A Participant may not assign its rights or obligations without InStockRx's written consent, except as required by law.

33. Survival

Payment obligations, confidentiality and data-use restrictions, intellectual-property protections, indemnification, limitations of liability, dispute resolution, recordkeeping obligations, and all provisions that by their nature should survive shall survive termination.

34. Acknowledgment

BY ACCEPTING ELECTRONICALLY, THE PARTICIPANT ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; HAS AUTHORITY TO ACCEPT IT; WILL MAINTAIN THE LICENSES, AUTHORITY, AND COMPLIANCE REQUIRED FOR ITS ACTIVITIES; AND AGREES TO BE BOUND BY THE THEN-CURRENT VERSION REQUIRED FOR CONTINUED PLATFORM PARTICIPATION.