Terms of Use

1. Agreement to these terms

These Terms of Use (the "Agreement") are a binding agreement between ReUpRx LLC ("ReUpRx", "we", "us") and the business that accesses the ReUpRx Wholesale Portal (the "Portal"), together with each individual authorized to use it on that business's behalf ("you", "Customer").

By creating an account, signing in, or placing an order through the Portal, you accept this Agreement. If you do not accept it, do not use the Portal. If you are accepting on behalf of a business, you represent that you have authority to bind that business.

2. Eligibility

The Portal is made available only to businesses, and only for business purposes. It is not offered to consumers. To hold an account you must:

• Be a licensed medical or wellness practice, or another business we have approved to purchase wholesale;
• Hold and maintain in good standing any professional license, registration, or permit required for the products you order; and
• Be at least 18 years old and able to enter into a binding contract.

We may request evidence of licensure at any time, and may suspend or decline orders where eligibility cannot be confirmed.

3. Your account

You are responsible for the accuracy of the information in your account, for keeping credentials confidential, and for all activity that occurs under your account. Credentials are issued to named individuals and must not be shared. Notify us at admin@reuprx.com promptly if you believe an account has been compromised.

4. License to use the Portal

Subject to this Agreement, ReUpRx grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Portal for the sole purpose of placing and managing wholesale orders with ReUpRx. No other rights are granted.

5. Acceptable use

You agree not to:

• Resell, sublicense, or provide access to the Portal to any third party;
• Copy, scrape, or systematically extract pricing, catalog, or other content from the Portal;
• Reverse engineer, decompile, or attempt to derive the source code or structure of the Portal;
• Interfere with, probe, or disrupt the Portal, its security, or its infrastructure;
• Use the Portal to violate any law, regulation, or the terms of any license you hold; or
• Submit false, misleading, or unauthorized order or eligibility information.

Pricing, catalog contents, and availability shown in the Portal are confidential business information of ReUpRx and are provided for your internal use only.

6. Orders, pricing, and invoicing

An order placed through the Portal is an offer to purchase. It becomes binding when we accept and confirm it. We may decline or limit any order, including where a product is unavailable, eligibility is unconfirmed, or a pricing error has occurred.

Prices are quoted exclusive of taxes, shipping, and handling unless stated otherwise, and may change before an order is accepted. Invoices are issued on the payment terms set out in your account or on the invoice itself. Late amounts may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend Portal access or fulfillment while an account is past due.

Title and risk of loss pass on delivery to the carrier unless stated otherwise on the order.

7. Accounting integration

8. Products, regulatory status, and no medical advice

Products are supplied for professional, business-to-business use by qualified purchasers. You are solely responsible for determining that a product is appropriate for your intended use, for complying with all laws and professional standards applicable to your practice, and for any clinical decision you make.

Products are supplied for professional, business-to-business use by qualified purchasers only. Nothing in the Portal or in ReUpRx materials is medical advice or a recommendation to treat.

9. Intellectual property

The Portal, its software, design, content, and the ReUpRx name and marks are owned by ReUpRx or its licensors and are protected by intellectual property law. This Agreement grants you no ownership. Any feedback you give us may be used without restriction or obligation.

10. Confidentiality

Each party may receive non-public information of the other. You agree to keep ReUpRx's pricing, catalog, and other non-public information confidential, to use it only in connection with the Portal, and to protect it with at least reasonable care.

11. Availability

We aim to keep the Portal available but do not guarantee uninterrupted access. We may modify, suspend, or discontinue any part of the Portal, and may perform maintenance that makes it temporarily unavailable.

12. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PORTAL IS PROVIDED "AS IS" AND "AS AVAILABLE", AND REUPRX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PORTAL WILL BE ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, REUPRX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PORTAL, EVEN IF ADVISED OF THE POSSIBILITY. REUPRX'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO REUPRX FOR THE ORDERS GIVING RISE TO THE CLAIM IN THE TWELVE MONTHS PRECEDING THE EVENT.

Nothing in this Agreement limits liability that cannot be limited under applicable law.

14. Indemnity

You will indemnify and hold harmless ReUpRx and its officers, employees, and agents from any claim, loss, or expense (including reasonable legal fees) arising from your use of the Portal, your breach of this Agreement, your handling or use of products purchased, or your violation of any law or professional obligation.

15. Term, suspension, and termination

This Agreement applies for as long as you hold an account. Either party may terminate at any time on written notice. We may suspend or terminate access immediately where we reasonably believe there has been a breach of this Agreement, a risk to the security of the Portal, a lapse in required licensure, or non-payment. Sections that by their nature should survive termination will survive, including sections 9, 10, 12, 13, 14, and 16.

16. Governing law and disputes

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming, and each waives any objection to venue there.

17. General

This Agreement, together with the Privacy Policy and any order terms we provide, is the entire agreement between the parties on this subject. We may update this Agreement by posting a revised version with a new "Last updated" date; material changes take effect on notice to you, and continued use after that constitutes acceptance. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets. If any provision is held unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.

18. Contact

ReUpRx LLC
30 N Gould St, Ste R
Sheridan, WY 82801
admin@reuprx.com