Thank you for choosing ProvenRx. By registering for an account on www.ProvenRxSales.com (“the Site”) or engaging in any transactions on the Site, you are confirming that you have read, understand and consent to these Terms of Service. If you do not consent to these Terms of Service, you must not create or use an account or engage in any transactions on the Site.
ProvenRx reserves the right to change or supplement these Terms of Service at any time in its sole discretion and your continued use of the Site after any such amendment shall constitute your affirmative consent to the new terms. Fee schedules, Site instructions, and other written guidance provided by ProvenRx shall be considered a part of, and shall be deemed to be, incorporated into these Terms of Service.
If you have any questions about the Site or these Terms of Service, please contact us at support@ProvenRxSales.com or 954-937-4001
Last updated: April 1, 2020
As used in these Terms of Service or anywhere on the Site, the following terms shall have the following meanings:
- “Buyer” means a party that intends to purchase, or does purchase, any Product from any Seller or Sellers on the Site.
- “ProvenRx,” “us,” and “we” all mean Proven Consulting, LLC, a limited liability company organized under the laws of the State of Delaware and, if applicable, its employees and agents.
- “Lawful Transaction” means a transaction that complies in all respects with any and all applicable local, state and federal laws, rules and regulations, including without limitation, the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §301, et seq., the Prescription Drug Marketing Act of 1987, 21 U.S.C. §351, et seq., the Drug Supply Chain Security Act, 21 U.S.C. §360eee et seq., the Controlled Substances Act, 21 U.S.C. §801, et seq., and their respective implementing regulations. ProvenRX has no control over the internal operations of our clients, accordingly we rely on their assurances that they are at all times engaging in lawful transactions as defined herein.
- “Party,” “Parties” or “you” mean a Seller and/or a Buyer.
- “Product” means any prescription drug, medical device, over-the-counter product or sundry item including, without limitation, any article intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in man or other animals, or any articles other than food intended to affect the structure or any function of the body of man or other animals, or articles intended for use as a component of any article specified above.
- “Seller” means to a party intending to sell, or that does sell, any Product to any Buyer or Buyers on the Site.
- “Services” means any activity conducted by ProvenRx on or through the Site or the ProvenRx platform.
- “Third Party” means an entity that is not owned or controlled by any Party, or by ProvenRx.
- “Transaction Documents” means the Transaction Information, Transaction History and Transaction Statement required by section 582 of the Drug Supply Chain Security Act.
- “Transaction Value” means the sum of all charges Buyer agrees to pay and Seller agrees to accept in exchange for Products in a single transaction, including any shipping and handling charges. “Transaction Value” does not include any taxes.
2. Function of the Site
- ProvenRx provides Services and an online platform for the Parties to negotiate and conduct sales of Pharmacy Products. ProvenRx will always strive to provide you with the best service in the industry. But, it’s important for you to understand what we do and what we are and are not responsible for.
- In exchange for using the Site and taking advantage of our Services, Sellers agree to pay ProvenRx a fee based on the Transaction Value of each transaction. Our fees are separate and apart from the cost of the Products. We reserve the right to change our fees at any time.
- By registering for the Site and taking advantage of the Services offered by ProvenRx, you authorize Third Party payment processors of our choosing to process payments and fees on your behalf, including payment, receipt, and transfer of funds to the Parties and ProvenRx. You understand that we may deduct funds from bank accounts or credit cards to which you give us access to pay the Transaction Value of any transaction occurring on the Site.
- We serve as an online platform for Buyers and Sellers to engage in Lawful Transactions, and, with our Third-Party payment processors, we assist the Parties in invoicing and payments. However, except in certain limited transactions where we act as a Buyer or Seller, we do not take ownership or possession of any Products, we are not parties to any transaction, and we are not responsible for any mistakes in order placement, in shipment, or for returns or credits. All sales are subject to not only these Terms of Service, but also any applicable policies and procedures of the Seller.
- We have no authority or control over the operations of our Buyers and Sellers. Accordingly, we rely on their assurances that they are at all times engaging in Lawful Transactions as defined above. Notwithstanding the foregoing, we reserve the right to immediately cease to do business with any Buyer or Seller that appears to be non-compliant or otherwise no longer engaging in Legal Transactions.
- By registering for an account and accessing the Site, you represent and warrant that you have the legal actual authority, right, and the power to enter into contracts and to bind the business entity seeking registration.
- By registering for an account and accessing the Site, you represent and warrant that all of the information you provide is and will remain truthful and not misleading.
- By registering for an account and accessing the Site, Buyers understand and agree that Sellers may impose additional requirements, including background checks, licensing verifications, credit reports, credit applications, and other restrictions on a Buyer’s ability to purchase products on the Site. We are not responsible for determining these requirements or evaluating the information provided.
- We reserve the right, in our sole and exclusive discretion, to suspend or terminate the account privileges and access to the Site of any Party at any time with or without notice.
4. Seller Obligations
- Sellers may take payments from Buyers through Automatic Clearing House (ACH) systems, or through credit card transactions utilizing our designated Third-Party payment processors.
- In order to conduct credit card transactions on the Site, all Sellers must register with our designated Third-Party payment processors. ProvenRx will pay a portion of the sign-up fees in accordance with the Fee Schedule.
- In order to conduct ACH payment transactions, Sellers must open a "White Label" account provided by our designated Third-Party payment processors.
- Sellers shall make payments according to the terms outlined in the Fee Schedule.
- Any funds held by our designated Third-Party payment processors are held by the Third- Party payment processors’ financial institution partners as set out in the Third-Party payment processors’ Terms of Service. We do not hold any funds. You authorize ProvenRx to share your identity and account data, including account balances, with the Third-Party payment processors for the purposes of opening and supporting your account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your account through the Site, and notifications from the payment processors about your account will be sent by/to ProvenRx, not by any Third-Party payment processor.
- Although we will make commercially reasonable efforts to collect undisputed amounts due from Buyers for completed Lawful Transactions occurring on the Site, Sellers are ultimately solely responsible for enforcing all contractual or other rights they may have against Buyers for default in payment. We will reasonably cooperate with Sellers in their efforts to collect amounts due from Buyers, but we will not file legal action nor be liable for any costs, including attorneys’ fees or court costs, arising from collection efforts undertaken by Sellers.
- Sellers shall be solely responsible for collecting and remitting any applicable taxes, fees, duties or other governmental charges to the appropriate authorities.
- ProvenRx will provide customer support for your account activity, and we can be reached at email@example.com or 954-937-4001.
- Seller must provide ProvenRx complete and accurate Transaction Documents for every Transaction involving prescription drugs completed on the Site. Seller represents and warrants to ExriRx ProvenRx and the Buyer that the Transaction Documents will complete, accurate and in full compliance with all applicable laws and regulations. ExriRx ProvenRX will store the Transaction Documents provided by Seller on the Site and make such Transaction Documents available to the Buyer involved in the transaction for a period of no less than 3 years from the date of the Transaction. Notwithstanding the foregoing, Seller agrees that ProvenRX has no control over its operations and, accordingly that they shall be solely responsible for complying with all applicable provisions of state, federal or local laws relating to the Transaction Documents, pedigrees or similar documents required in relation to transactions occurring on the Site.
5. Buyer Obligations
- Buyer agrees to pay Seller the agreed upon Transaction Value, plus any applicable taxes or fees, arising from the sale of any Product on the Site. All offers and orders made on the Site are final and binding immediately upon acceptance by the Seller.
- If Buyer fails to pay the Transaction Value to the Seller within 1 day of the completion of the transaction, Buyer hereby authorizes ProvenRx to charge Buyer’s credit card, debit card, or bank account via ACH for the Transaction Value. ProvenRx may obtain updated credit card information from card networks, issuers, or other third-party sources.
6. Prohibited Acts
- No Party shall engage in any transactions on the Site other than Lawful Transactions.
- No Party shall violate any federal or state laws and regulations in connection with the purchase, sale or distribution of any Product on the Site. No Party shall offer for sale, sell, purchase or distribute any Product on the Site that is not in full compliance with all applicable federal and state laws and regulations.
- No Party shall engage in any transaction for any Product unless all parties involved in the transaction meet the applicable definition of an Authorized Trading Partner under federal law. The Parties are responsible for providing and receiving all documentation, including the required Transaction Information, Transaction History and Transaction Statement associated with each transaction.
- No Party shall purchase or sell Products through the Site with the intent of selling, using, dispensing, diverting the Products for any unlawful purposes, or for any purpose that are likely to have the potential of harming ProvenRx, its ongoing business, future business prospects, employees, or its reputation.
- No Party shall engage in, make an offer to, or accept an offer to divert any transaction involving Products originating on the Site to any forum other than the Site, including any direct transactions between a Buyer and a Seller outside of the Site, or use any form or method of payment other than as established on the Site. Any Party engaging in such conduct will have its account privileges immediately terminated, and will be subject to a claim for damages.
- No Party shall offer, buy or sell any Product, or post any content or material on the Site, that infringes any intellectual property right of any other person. No party shall reproduce, copy or download any content from the Site including photographs, price files or other data.
- No Party shall knowingly engage in any conduct that causes or has the potential to cause monetary or reputational harm to ProvenRx, including but not limited to, its ongoing business, future business prospects, employees, or its reputation.
- Should a Seller’s registration for ProvenRx Services be cancelled or terminated for any reason, the Seller shall immediately discontinue all use of the Third-Party payment processors’ system associated with the Site, and shall cancel its account with such Third- Party payment processors within 30 calendar days of the cancellation or termination of its registration.
- No Party shall disclose its ProvenRx account information, including its log-in credentials or password, to any person or entity for any purpose other than to conduct such Party’s business on the Site. No Party may authorize any person or entity, other than employees or agents of such Party, to access the Site or use the Services.
7. Termination of Services
- We reserve the right to suspend or cancel any transactions or any Party account in our sole discretion.
- ProvenRx reserves the right to refuse Services to any Party.
- If your account is terminated or suspended, you are still required to complete any transactions you entered into, and fulfill any other obligations you incurred prior to the date of such termination or suspension.
8. Disclaimers and Limitation of Liability
- ProvenRx only provides a platform for the Parties to negotiate and conduct Lawful Transactions. ProvenRx is not involved in or a party to any transaction between any Party. ProvenRx does not and cannot guarantee the quality, legality or safety of Products sold and advertised through the Site. We cannot guarantee the completeness or accuracy of any Transaction Documents. We are not responsible for any damages of any kind arising from, or relating to, any of the Products sold through the Site. ProvenRx does not guarantee the truthfulness or accuracy of marketing materials used by the Parties. ProvenRx cannot guarantee the Parties’ identities or their legal or financial ability to conduct or complete any transaction.
- ProvenRx does not warranty that Products purchased on the Site will be eligible for reimbursement from third-party payors.
- By using the Site and taking advantage of the Services, you agree, on behalf of yourself, your employees, agents, parent companies, subsidiaries and any other entity associated with you or acting on your behalf, that ProvenRx shall not be liable or responsible for any damages or any kind, including lost profits, lost opportunities or any other damages of any nature, arising from or relating to disruptions to, breakdowns of, delays in or errors associated with the Site, the ProvenRx platform, the Services, any disruptions, breakdowns or delays of any Third Party payment processor’s service, or in connection with any transaction involving any Buyer or Seller.
- By registering for and using the Site, you grant ProvenRx a non-exclusive, fully sub- licensable, transferable, royalty-free, worldwide license to use any content and materials that you post on the Site. In particular, we may use any content and material you post to the Site to promote the Site or our Services. ProvenRX shall not be liable for any use or display of any content or intellectual property posted on the Site by any Party.
- Governing Law and Exclusive Jurisdiction – The Parties agree that any lawsuit or other claim against ProvenRx arising under these Terms of Service, relating to the use of the Site, the Services or otherwise in connection with any transaction posted or occurring on the Site shall be brought only in the state courts located in Ocean Broward County in the State of New JerseyFlorida. New JerseyFlorida law shall apply to any such lawsuit or claim, without regard to choice of law principles. The Parties agree and acknowledge that such courts are a proper forum for all such lawsuits or claims, and irrevocably consent to the jurisdiction of New JerseyFlorida courts, and waive any argument that such courts lack jurisdiction over them or constitute an inconvenient forum.
- Attorney’s Fees – If any action or proceeding relating to this any transaction entered into between ProvenRX and Buyer or Seller or the enforcement of any provision of these terms is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled.
- Compliance with Anti-Kickback Statute – Federal and State law may require the disclosure by Buyers of discounts, rebates, rewards or other reductions in price received, directly or indirectly, as a result of transactions occurring on the Site in claims, charges or reports made to federal healthcare programs, including Medicare and Medicaid. By accessing the Site and engaging in transactions, Buyers acknowledge this obligation and warrant and represent that they will properly disclose and report, and appropriately reflect any reductions in price received and all amounts paid by Buyer (including all rebates or rewards) as required by applicable state and federal laws and regulations, including 42 U.S.C. §1320a-7b and the “safe harbor” regulations at 42 C.F.R. §1001.952(h) – (j).
- Indemnification -- You agree to defend and indemnify us against, and hold us harmless from, any and all claims, suits, actions, judgments, fines and penalties, including claims for attorneys’ fees or costs, arising from or relating to any prohibited act described in these Terms of Service, any other violation of this Terms of Service, or any other unlawful conduct.
- Status of the Parties – The Parties and ProvenRx are each independent contractors and nothing herein or on the Site shall be deemed to create a joint venture or agency relationship of any kind.
- Entire Agreement – These Terms of Service constitute the entire agreement between ProvenRx and the Parties and no other oral or written agreement or representation concerning the Site shall be binding on ProvenRx unless it is signed by an officer of ProvenRx.
- These Terms of Service may be amended at any time by ProvenRx in its sole discretion by posting an amended version on the Site.