Terms of Use Agreement

TOP RX, INC. web site terms of use

This Terms of Use Agreement constitutes the entire and only agreement between TOP RX, INC. (Tennessee Subchapter S Corporation) and the users (you and your company). For these purposes, the term “user” identifies an individual, officers, employees, members, agents, successors or assigns of your company. You agree to review this Agreement before using the TOP RX, INC. web site (“Web Site”). Your use of the Web Site for the purchase of products (“products”) will be governed by this Agreement. TOP RX, INC. may modify this Agreement without notice to you by simply posting an amended version of this Agreement on the Web Site. In that case, the amended Agreement will take effect immediately.

USER ACCESS AND PRODUCT PURCHASING TERMS

LOG ON: When you log on the Web Site, you agree and warrant that all information, including credit information, you supply to TOP RX, INC. is accurate, true, complete, and correct; that expenses incurred by you will be honored by your company; that you will retain your password in a confidential manner; and that you will notify TOP RX, INC. within twenty four (24) hours of unauthorized activity or disclosure of your password, unauthorized use of your account, or some other material breach in security. You will be responsible for any purchases made under your password if you do not report unauthorized use within the twenty-four hour time frame. TOP RX, INC. should be notified by phone at Administration (901.373.9314) or by e-mail at support@toprx.net. TOP RX, INC. reserves the right to void or delete information for any reason and without notice.

ORDERING, SHIPPING and PAYMENT POLICIES: You, as a user, agree to follow the TOP RX, INC. policies regarding ordering, shipping and payment as prescribed below:

a) Order ACCEPTANCE: Orders will not be binding on TOP RX, INC. until accepted by TOP RX, INC.
b) SHIPMENT: All sales are shipped FOB our dock unless specifically stated. Products will be shipped by carriers selected by TOP RX, INC. The method of shipment will be determined during the information sharing at the point of placing the order. TOP RX, INC. is not liable for loss, damage or penalty from improper licensing, delays in delivery or other failures beyond reasonable control by similar distributors. Title of products will pass from TOP RX, INC. upon shipment.
c) PAYMENT: Payment terms are net thirty (30) days from the invoice date. You agree to pay in a timely manner all debts, accounts and invoices owed to TOP RX, INC. in full accordance with the terms of the sale. If such debts, account or invoices are not paid when due, they will accrue late charges of one and one quarter percent (1.25%) per month. In addition, you agree to pay the full amount of the debt, account or invoice. You also agree to pay all fees and collection costs (including but not limited to attorneys’ fees) incurred in the event the debt, account or invoice has to be placed with agency for collection. In the event TOP RX, INC. is forced to sue you to collect the debt, account or invoice, you waive your right to be sued in your county of residence. Instead, you agree that all transactions hereunder shall be governed by the laws of the State of Tennessee, U.S.A., without regard to its conflict of laws, provisions and the parties hereby irrevocably submit to the jurisdiction of the federal or state courts located in Shelby County, Tennessee, U.S.A. If you have questions related to these provisions, you may contact an administrative representative at support@toprx.net.

SITE USE: The material and content accessible from this Web Site (the “Content”) is proprietary information of TOP RX, INC., and TOP RX, INC. retains all right, title, and interest in the Content. You agree that you are only authorized to visit, view and to retain a copy of pages of this Web Site for your own personal use, and that you shall not copy, download, publish for otherwise distribute the Web Site Content for any purpose other than to review product information or to purchase products subject to the terms of this Agreement. Furthermore, you agree that you will not make unauthorized framing of or links to this Web Site. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Use violates TOP RX, INC. intellectual property rights. Neither title nor intellectual property rights are transferred to you by allowing you access to this site.

TRADEMARKS: Trademarks, service marks, and logos appearing in this site are the property of TOP RX, INC., or the party that provided the trademarks, service marks, and logos to TOP RX, INC. TOP RX, INC., and any party that provided trademarks, service marks, and logos to TOP RX, INC., retains all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site.

THIRD PARTY SITES: TOP RX, INC. Web Site will automatically produce search results that reference or link to third party sites throughout the United States. Links provided via the Web Site are provided for your convenience and TOP RX, INC does not endorse or support them. TOP RX, INC. cannot confirm the validity of these sites and has no control over their content. TOP RX, INC. does not endorse the content of any third party web site and does not warrant any untoward effects of visits to these sites. By using this Web Site to make searches to third party web sites, you agree that you may not make any claim against TOP RX, INC. for damages or losses resulting from such visits to other third party web sites. Please direct your concerns to the relevant third party web site administrator.

REPRESENTATIONS AND WARRANTIES: You represent and warrant that you understand the contents of this Agreement; that this Agreement is valid and binding; and that you have full power, authority and legal capacity to enter into this Agreement. Additionally, you represent and warrant that you have the authority to fully register and bind your employer or principal as described in the LOG ON section of this Agreement.

PRIVACY: It is TOP RX, INC. policy to respect the privacy of its users. For further details please view the Privacy Policy within this Web Site.

INDEMNIFICATION: You agree to indemnify, hold harmless and defend TOP RX, INC. and its owners, officers, directors, employees, agents and subcontractors against all claims, liabilities, losses, expenses, damages, judgments, awards, and costs, including, but not limited to, reasonable attorney fees, which may occur as reason of: 1. any claim arising out of a breach or alleged breach by you of representations or warranties contained in this Agreement, 2. any claim based on alleged errors or omissions, 3. any virus or other contaminating agent contained on the Web Site, or 4. any other claim brought by a third party having a basis in contract or tort, in law or in equity, including, but not limited to, interference with contract or prospective economic advantage, breach of contract, negligence, misrepresentations, gross negligence, products liability or strict products liability.

LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL TOP RX, INC. OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS, BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR DAMAGES, SPECIAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR ANY INFORMATION OR CONTENT CONTAINED HEREIN EVEN IF ADVISED OF THE POSSIBILITY THEREOF. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.

DISCLAIMER: TOP RX, INC. provides this Web Site for the exclusive use of its clients so it can manage the ordering, shipping and billing of products it lists on the Web Site. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TOP RX, INC. DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. TOP RX, INC. DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TOP RX, INC., DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND TOP RX, INC. MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT TOP RX, INC., ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. TOP RX, INC. MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY OFFERED BY THE MANUFACTURER OF THE PRODUCT.

PRODUCT WARRANTY: We do not manufacture any of the products that are listed on this Web Site and do not make any warranties or representations for the products you purchase therein. Products obtained through this Web Site will be subject to manufacturer standard warranties. You agree to deal directly with the manufacturer regarding warranty issues.

TERMINATION: TOP RX, INC. may terminate this Agreement and your access to the Web Site at any time for any reason, including, but not limited to, your violation of any provision of this Agreement or our inability to verify the authenticity of information your have provided to TOP RX, INC. We may also at our sole discretion and at any time discontinue providing the Web Site service or any part of it with or without notice. Termination of this Agreement will not affect any obligation that may have accrued before the termination.

NON-TRANSFERABLE: Your right to use this Web Site is not transferable and is subject to the limits established by TOP RX, INC. based on the credit line you establish with TOP RX, INC.

REGULATORY ISSUES: You agree that certain products may have certain regulatory requirements/ issues. Some of these may impose requirements on the purchaser and user of the product, which, under certain circumstances, may trigger additional regulatory requirements. You acknowledge and agree that you will be solely responsible for learning, understanding and complying with all laws and regulations relating to these products you purchase through this Web Site. You agree that you are authorized to purchase these products and that you hold proper permits, licensure, approvals and authorizations required to make these purchases. You also agree to properly investigate the applicability of all such requirements before purchasing the products from the Web Site and warrant that you are properly authorized to purchase any product requiring licensing and permitting as a condition of their use and distribution.

NOTICES: Unless stated otherwise, all notices must be sent to TOP RX, INC. by e-mail to support@toprx.net or by mail to 3141 Stage Post Drive, Bartlett, TN 38133. E-mail notices will be read within twenty-four (24) hours after they have been sent, unless the sender is notified that he e-mail address is invalid or returned undeliverable. TOP RX, INC. may provide notice by certified mail, postage prepaid and return receipt requested, to the address provided to TOP RX, INC.

FORCE MAJEURE: TOP RX, INC. will not be responsible for delays or failures in performing its obligations under this Agreement due to any cause beyond its reasonable control.

GOVERNING LAW: This Agreement shall be governed by the laws of the State of Tennessee without regard to conflict or law provisions and as made and to be performed entirely within the State of Tennessee. You specifically consent to personal jurisdiction in Tennessee in connection with any dispute between you and TOP RX, INC., arising out of these Terms of Use or pertaining to the subject matter hereof.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter that it describes. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the other terms of this Agreement shall remain in full force and effect.

Last updated: April 2005