Preamble

This Rx Wholesale Service Agreement (“Agreement”) is entered into by and between LAC Health (hereinafter referred to as “Company,” “We,” “Us,” or “Our”), the operator of the website https://www.lac.us (the “Platform”), and the entity registering for or using the Platform for wholesale pharmaceutical distribution (“Distributor,” “You,” or “Your”).

This Agreement exclusively governs the use of the Platform for the facilitation of wholesale distribution of prescription medications (“Products”). This Agreement does not apply to any retail sales, direct-to-consumer distribution, or dispensing of medication to individual patients.

All parties explicitly acknowledge and agree that the Company, through its Platform https://www.lac.us, acts solely as a facilitator and technology service provider. The Company does not purchase, take title to, handle, store, ship, dispense, or otherwise possess any Products. The Company is not a licensed pharmacy, wholesaler, or distributor engaging in the physical distribution chain.

By accessing or using the Platform for wholesale distribution purposes, Distributor agrees to be bound by all terms and conditions set forth in this Agreement.

1. Definitions

“Agreement”:

Refers to this Rx Wholesale Service Agreement, including any future amendments.

“Applicable Law”:

Refers to all federal, state, provincial, and local laws, statutes, regulations, rules, ordinances, and guidelines applicable to the wholesale distribution of Products, including but not limited to the DSCSA.

“Company”:

Refers to LAC Health, the owner and operator of the Platform.

“Distributor”:

Refers to the licensed entity using the Platform for wholesale distribution of Products.

“DSCSA”:

Refers to the U.S. Drug Supply Chain Security Act and its implementing regulations, as amended.

“Platform”:

Refers to the https://www.lac.us website and associated services provided by the Company for facilitating wholesale transactions.

“Products”:

Refers to prescription medications intended for wholesale distribution facilitated via the Platform.

“Wholesale Distribution”:

Refers to the distribution of prescription drugs to persons other than a consumer or patient, as defined by Applicable Law.

2. Scope of Service; Platform Use

1. The Company grants the Distributor a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purpose of facilitating legitimate Wholesale Distribution transactions in strict compliance with this Agreement and all Applicable Law.
2. Distributor acknowledges the Platform is a tool to connect authorized parties and facilitate information exchange for Wholesale Distribution. The Company makes no representations or warranties regarding the suitability, availability, or functionality of the Platform for any particular purpose.

3. Distributor Representations, Warranties, and Covenants

Distributor represents, warrants, and covenants to the Company, continuously throughout the term of this Agreement, that:

4. Verification and Audit

1. Distributor agrees to provide copies of all required licenses and any other documentation reasonably requested by the Company for verification purposes upon registration and periodically thereafter.
2. Company reserves the right, at its sole discretion, to verify all submitted licenses and information with the relevant issuing authorities (e.g., state boards of pharmacy, medical boards, licensing agencies).
3. Distributor consents to such verification and agrees to cooperate fully and promptly with any requests for additional information or clarification. Failure to cooperate may result in suspension or termination of access to the Platform.
4. Company reserves the right to audit Distributor’s records related to transactions facilitated through the Platform to ensure compliance with this Agreement and Applicable Law, subject to reasonable notice.

5. Record Keeping

1. Distributor shall maintain complete, accurate, and readily retrievable records of all Wholesale Distribution transactions facilitated through the Platform, including all DSCSA-required information (TI, TH, TS), pedigrees (if required by state law), and recipient verification documentation.
2. Records must be maintained for a minimum period as required by the longest applicable federal or state law (often 6-7 years, but Distributor must verify specific state requirements), or longer if mandated by specific regulations.
3. Distributor agrees to make such records available to the Company or regulatory authorities upon request for audit or investigatory purposes, as permitted or required by law.

6. Orders and Fulfillment

1. Orders placed through the Platform are offers by the Distributor to purchase Products from the designated supplier/seller, facilitated by the Company.
2. The Company will facilitate the transmission of order information but does not guarantee the acceptance or fulfillment of any order.
3. Fulfillment and shipment of Products are the sole responsibility of the licensed supplier/seller and the Distributor.
4. The Company will only facilitate the transmission of orders intended for shipment to the Distributor’s verified Registered Wholesale Address on file. Attempts to ship to non-registered or unauthorized addresses are strictly prohibited and may lead to immediate termination.

7. Product Handling, Quality, and Liability

1. Distributor explicitly acknowledges and agrees that the Company does not manufacture, package, label, store, handle, test, ship, or take possession of any Products at any time.
2. All responsibilities and liabilities related to the condition, quality, integrity, safety, efficacy, storage, handling, shipment, and compliance (including temperature controls, recalls, and adverse event reporting) of the Products rest solely with the Distributor, its suppliers, and any third-party logistics providers involved.
3. The Company makes no representations or warranties whatsoever regarding the Products facilitated through the Platform.

8. Indemnification

Distributor agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of, relating to, or resulting from:

1. Any breach by Distributor of this Agreement, including any representation, warranty, or covenant.
2. Any failure by Distributor to comply with Applicable Law, including but not limited to DSCSA, DEA regulations, and state licensing laws.
3. Any act or omission of the Distributor related to the purchase, handling, storage, distribution, or use of Products obtained via the Platform.
4. Any issues related to the quality, condition, integrity, safety, or efficacy of the Products.
5. Distributor’s use of the Platform, including any unauthorized or prohibited use.
6. Any injury, death, or property damage allegedly caused by Products distributed by the Distributor.
7. Any disputes between Distributor and its suppliers or recipients.

9. Limitation of Liability; Disclaimer of Warranties

1. DISCLAIMER OF WARRANTIES: THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
2. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE SERVICES, OR THE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. THE COMPANY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE SERVICES, OR THE PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED THE GREATER OF ONE HUNDRED US DOLLARS ($100.00) OR THE AMOUNT OF FEES (IF ANY) PAID BY DISTRIBUTOR TO THE COMPANY FOR USE OF THE PLATFORM DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
4. Distributor acknowledges that the Company’s role is solely that of a technology platform facilitator and that the limitations of liability and disclaimers herein are essential terms of this Agreement and reflect a reasonable allocation of risk.

10. Term and Termination

1. This Agreement commences on the date Distributor first accesses or uses the Platform for Wholesale Distribution and continues until terminated by either party.
2. Company reserves the right to suspend or immediately terminate this Agreement and Distributor’s access to the Platform, without notice, if:
   1. Distributor breaches any term of this Agreement.
   2. Distributor violates any Applicable Law.
   3. Distributor’s required licenses are suspended, revoked, or expire.
   4. Distributor provides false or misleading information.
   5. Distributor engages in any activity deemed by the Company, in its sole discretion, to be harmful to the Platform, the Company, other users, or the integrity of the pharmaceutical supply chain.
   6. Distributor becomes insolvent or bankrupt.
3. Distributor may terminate this Agreement by ceasing all use of the Platform and providing written notice to the Company.
4. Upon termination, Distributor’s right to access and use the Platform ceases immediately. All outstanding obligations, including record-keeping, indemnification, limitation of liability, governing law, and dispute resolution provisions, shall survive termination.

11. Amendments

1. The Company reserves the right to modify or update this Agreement at any time in its sole discretion. Notice of material changes may be provided via email, posting on the Platform, or other reasonable means.
2. Distributor’s continued use of the Platform after the effective date of any amendments constitutes acceptance of the revised Agreement. It is Distributor’s responsibility to review this Agreement periodically for changes.

12. Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law principles.
2. Any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively in the state or federal courts located in Fairfax County, Virginia. Each party irrevocably consents to the personal jurisdiction of such courts and waives any objection as to venue or inconvenient forum.

13. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party pursuant to this Agreement that is marked confidential or would reasonably be understood to be confidential. This obligation shall not apply to information that is publicly available, already known, independently developed, or required to be disclosed by law or regulation.

14. Notices

All notices required or permitted under this Agreement shall be in writing and sent to the Company at:

and to the Distributor at the email and physical address provided during registration, or as updated by the parties in writing. Notices are deemed given when sent by email or three (3) days after deposit in the mail, postage prepaid, certified or registered mail, return receipt requested.

15. Miscellaneous

1. Entire Agreement: This Agreement constitutes the entire agreement between the Company and the Distributor regarding the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, representations, and warranties, whether oral or written.
2. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
3. Waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
4. Assignment: Distributor may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement freely.
5. Force Majeure: Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, or strikes.
6. Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.

Acceptance

By registering for, accessing, or using the Platform (https://www.lac.us) for the purpose of Wholesale Distribution of prescription medications, Distributor acknowledges that it has read, understood, and agrees to be legally bound by all terms and conditions of this Rx Wholesale Service Agreement. Distributor further confirms its understanding of its sole responsibility to comply with all varying state-specific regulations.