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 Vendor or Vendors on the Site. Only duly licensed pharmacies may act as Buyers on the Site.

“GPO Pro,” “us,” and “we” all mean GPO Pro, LLC, a limited liability company organized under the laws of the State of Ohio 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.

“Party,” “Parties” or “you” mean a Vendor 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.

“Vendor” means a party intending to sell, or that does sell, any Product to any Buyer or Buyers on the Site. Only duly licensed distributors or manufacturers of prescription drugs may act as Suppliers on the Site.

“Services” means any activity conducted by GPO Pro on or through the Site or the GPO Pro platform.

“Third Party” means an entity that is not owned or controlled by any Party, or by GPO Pro.

“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 Vendor agrees to accept in exchange for Products in a single transaction, including any shipping and handling charges. “Transaction Value” does not include any taxes.

GPO Pro is a group purchasing organization that owns and operates the Site. The Site is an electronic marketplace that allows licensed pharmaceutical wholesalers and manufacturers to sell prescription drugs, OTC items, medical devices and other products to licensed pharmacies. GPO Pro’s services are limited solely to the creation and management of the Site. The actual contract for sale is directly between the Buyer and Seller. GPO Pro is not a traditional auctioneer. Buyers and Sellers are solely responsible for all legal compliance, delivery of goods, reporting of delays, payment, and any breaches in the contract. By accessing the Site, you agree to release, waive and hold GPO Pro and its employees, officers, members and other agents harmless from any liability or claim arising from or relating to your use of the Site or our Services, or your purchase or sale of any Product on the Site. By using the Site you acknowledge and agree to be legally bound by this Agreement.

In exchange for using the Site and taking advantage of our Services, Vendors agree to pay GPO Pro a fee based on the Transaction Value of each transaction; our fees are different for sales of branded Products than for generic Products. The fees due to GPO Pro from the Supplier are set forth in a separate Wholesaler Agreement we enter into with each Supplier. Our fees are separate and apart from the cost of the Products paid by the Buyer. We reserve the right to change our fees at any time.

By registering for the Site and taking advantage of the Services offered by GPO Pro, Buyers authorize Vendors (or payment processors designated by Suppliers) to process payments and fees on their behalf.

We serve as an online platform for Buyers and Vendors to engage in Lawful Transactions. However, we do not take ownership 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 Supplier.

As an electronic marketplace, GPO Pro is constantly updating and revising the Site and Products listed based on what is provided to us by Vendors. As such, we may and reserve the right to discontinue Products at any time without notice. All pricing for Products is subject to change. To the extent GPO Pro provides information about Products, including pricing and availability, you should not rely on such information. GPO Pro does not guarantee, and disclaims any representations as to the accuracy of, any such information provided and will not be liable for any inaccuracies including but not limited to the existence, quality, safety or legality of the Products; GPO Pro does not warranty the legality of any Transaction, does not guaranty the ability any Party to consummate any Transaction, or that a Transaction will occur.

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 Vendors 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.

By registering for an account and accessing the Site, Buyers understand and agree that Vendors 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.

All users of the Site must be registered. To become a registered user of the Site, you must: (a) be able to form legally binding contracts; (b) agree to accept the terms and conditions of this Agreement; (c) be a currently licensed wholesaler, manufacturer, or pharmacy, as applicable; and (d) not have been suspended from our Site.

GPO Pro expressly prohibits your use of the Site prior to registration. To become a registered user, you must provide the following User-Information: your legal name, address, phone number, and an active email address. You must also complete our standard application. Submitting this information to us constitutes acceptance of this Agreement and our Privacy Policy and your agreement to pay our fees. Buyers and Vendors must provide their full legal name, state of incorporation and a copy of their license issued by the applicable regulatory authority in their home state.

When establishing your account, users will be asked to create a unique username and password. This username and password is unique to each user of the Site, and it is the user’s sole responsibility to maintain its confidentiality. Users may not access the Site via the account, username or password of someone else at any time. In addition to the foregoing, you agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. GPO Pro will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by GPO Pro or another party arising from the use of your username or password, regardless of whether such use was authorized by you. Use of someone else’s account, username or password is strictly prohibited with or without the permission of the account holder.

By listing Products for sale on the Site, the Vendor agrees to be responsible for assigning a sale price to the Product and for providing information such as the name of the Product, size, pack size, pack quantity and price.

Vendors are solely responsible for the quality and accuracy of the information entered on the Site. Orders submitted to a Vendor must be honored at the price and on the terms that the Supplier listed at the time the order is submitted. GPO Pro recognizes the cost savings associated with the marketplace when compared to the traditional prescription drug sales model and, as such, encourages Suppliers to maintain competitive pricing for all Products.

Additionally, and in an effort to attract and retain a high number of Buyers, GPO Pro requests that all Vendors maintain an order fulfillment or fill rate of at least 95%. GPO Pro reserves the right to suspend or terminate access to and use of the Site by Suppliers that fail to meet minimum fill rate.

Once a Lawful Transaction is made on the Site, the Vendor is responsible for processing and filling the order with the precise Products and on the precise terms that the Vendor posted. It is solely the Supplier’s responsibility to ensure that all Products listed on our Site are complete and accurate in their descriptions. GPO Pro is not responsible or liable for any errors or omissions in the posting terms including pricing of Products.

Upon request by the Buyer, by us, by a governmental agency, or as required by applicable law, the Vendor shall provide the Transaction Documents relating to each transaction occurring on the Site. Suppliers shall provide or make available Transaction Documents to Buyers in accordance with applicable law. The Supplier represents and warrants to GPO Pro and the Buyer that the Transaction Documents will complete, accurate and in full compliance with all applicable laws and regulations.

Vendors are responsible for managing their Products and inventory, and confirming all orders occurring on the Site. Suppliers are required to acknowledge and confirm the purchase immediately upon receipt of the order. If Products ordered are not available for shipment in accordance with the terms posted on the Site, the Supplier must notify us and the Buyer immediately.

Although we will make commercially reasonable efforts to collect undisputed amounts due from Buyers for completed Lawful Transactions occurring on the Site, Vendors 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 Suppliers 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 Suppliers.

Vendors shall be solely responsible for collecting and remitting any applicable taxes, fees, duties or other governmental charges to the appropriate authorities.

GPO Pro will provide customer support for your account activity, and we can be reached at Sales@GPOPRO.com.

Buyer agrees to pay Vendor 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 Vendor.

Buyers initiate the purchase of Products on the Site by browsing the Site content, clicking the purchase button which places the order in the Buyer’s cart and confirming the order at check out. By confirming the order, the Buyer authorizes GPO Pro to notify the Vendor of the Buyer’s agreement to purchase the Product at the posted price and under the posted terms of sale. All orders are final and, once placed by Buyer, cannot be cancelled or retracted by the Buyer. Buyer should confirm all information prior to confirming the order in their cart. The sale is final once confirmed by the Supplier.

The sale is complete upon confirmation by the Vendor, and Buyer must remit payment according to the terms listed on the Site at the time of the order.

No Party shall engage in any transactions on the Site other than Lawful Transactions.

No Party shall engage in any transactions on the Site involving controlled substances, samples, partial or opened packages, stolen, diverted, adulterated or misbranded Products.

No Party shall use the Site or the Services except in accordance with these Terms of Use, as amended from time to time in our sole discretion.

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 GPO Pro, 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 Vendor outside of 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 GPO Pro, including but not limited to, its ongoing business, future business prospects, employees, or its reputation.

No Party shall disclose its GPO Pro 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.

We reserve the right to suspend or cancel any transactions or any Party account in our sole discretion.

GPO Pro reserves the right to refuse Services to any Party.

GPO Pro reserves the right to investigate complaints and violations of this Agreement. Users of the Site agree to cooperate fully with any investigation.

If you breach this Agreement or our Privacy Policy, are unwilling to cooperate with our investigation of a complaint or reported violation, if you provide information that is false or misleading or that we cannot otherwise verify, or if we believe your conduct may subject you, other users, or us to legal liability or other harm, GPO Pro may take any action its deems appropriate in its sole discretion including, without limitation, issuing warnings, suspensions, or terminations of services, denial of access, removing a listing, or taking necessary legal action. Further, users of the Site agree that GPO Pro may report any activity that is suspected of violating any law or regulation to the appropriate law enforcement officials, regulators, agencies, or other relevant parties.

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.

GPO Pro only provides a platform for the Parties to negotiate and conduct Lawful Transactions. GPO Pro is not involved in or a party to any transaction between any Party. GPO Pro 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. GPO Pro does not guarantee the truthfulness or accuracy of marketing materials used by the Parties. GPO Pro cannot guarantee the Parties’ identities or their legal or financial ability to conduct or complete any transaction.

GPO Pro 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 GPO Pro 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 GPO Pro 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 Vendor.

By registering for and using the Site, you grant GPO Pro 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. GPO Pro 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 GPO Pro 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 Jefferson County, Alabama. Alabama 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 the courts located in Jefferson County, Alabama, and waive any argument that such courts lack jurisdiction over them or constitute an inconvenient forum.

Compliance with Anti-Kickback Statute – Federal 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 GPO Pro 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, our Privacy Policy and our Wholesaler Agreement, if applicable, constitute the entire agreement between GPO Pro and the Parties and no other oral or written agreement or representation concerning the Site shall be binding on GPO Pro unless it is signed by an officer of GPO Pro.

These Terms of Service may be amended at any time by GPO Pro in its sole discretion by posting an amended version on the Site.