Terms of Service

1. Acceptance of Terms & B2B Restrictions

These Terms of Service ("Terms") govern the use of the Apotheca B2B wholesale ordering portal and website. By accessing or using the site, you warrant that you are acting on behalf of a licensed healthcare provider, facility, or pharmacy authorized under federal and state law to purchase prescription pharmaceuticals, IV therapy supplies, or medical devices.

2. License Verification & Credential Responsibility

• Verification: Access to ordering features is subject to the submission and successful validation of current state medical or pharmacy licenses. Apotheca reserves the right to suspend accounts immediately if a license expires, is revoked, or cannot be verified.
• Account Security: You are solely responsible for maintaining the confidentiality of your credentials (username and password). Any action taken through an authenticated account is deemed authorized by the account holder. You must notify Apotheca immediately of any suspected unauthorized access.

3. Order Workflow & Billing Policy

• Inquiries Only: The submission of an order request through the Portal constitutes a purchase inquiry and does not guarantee availability or establish a binding contract.
• Off-line Settlement: No payments are processed through this website. Invoicing, credit terms, and payment processing are managed exclusively off-line through Apotheca’s corporate ERP system.
• Order Cancellation: Apotheca reserves the right to cancel or reject any order request for any reason, including pricing errors, product unavailability, or regulatory restrictions.

4. Buyer Responsibility for Order Accuracy & HIPAA Exclusions

As a wholesale buyer, you represent, warrant, and covenant that:

• You have verified the National Drug Code (NDC), package sizing, and catalog codes for all requested items.
• Your designated facility or practice is legally permitted under state and federal law to receive, store, and distribute the specific category of pharmaceuticals ordered.
• All contact, billing, facility licensing, and shipping details submitted to the website or Portal are complete, accurate, and current.
• HIPAA PHI Prohibitions: You will not submit, input, or upload any patient-identifying data or Protected Health Information (PHI) under HIPAA in order notes (e.g., fulfillment notes), contact forms, or partner application forms. The buyer is solely responsible for ensuring no patient data enters the portal.

5. Cold Chain, Storage, & Logistics

• Risk of Loss: All shipments are sold Free on Board (FOB) shipping point. Title and risk of loss pass to the buyer upon delivery of the products to the common carrier.
• Immediate Storage: Many products distributed by Apotheca require immediate refrigerated storage (cold chain). It is the buyer's sole responsibility to ensure that qualified staff are present at the shipping destination to receive and store temperature-sensitive shipments immediately upon delivery. Apotheca is not liable for product degradation due to delayed storage after carrier delivery.

6. Progressive Web App (PWA) Offline Limits & Transaction Integrity

• Offline Capability: The Apotheca Progressive Web App (PWA) provides local caching of static regulatory files, company policies, and generic product pages to enable offline browsing and reference.
• Transaction Security: Submitting order inquiries, altering B2B partner registration details, updating account settings, and attempting authentication require an active, secure (HTTPS) connection. Transaction requests cannot be processed offline.
• Queue Prevention: To enforce strict data integrity under GxP and prevent unauthorized local access to sensitive transactional info, the portal does not queue or save pending order payloads in client-side storage (such as LocalStorage or IndexedDB) while offline. All transactions must be transmitted directly to the server over an authenticated, secure connection.

7. Regulatory Compliance & GxP Disclaimers

• Regulatory Compliance: Both parties agree to comply with all federal, state, and local regulations, including the Drug Supply Chain Security Act (DSCSA), FDA GxP requirements, and state board of pharmacy rules.
• GxP Records: To ensure compliance and traceability, Apotheca maintains electronic records of account sign-ups and order submissions. These system logs are append-only and protected under FDA 21 CFR Part 11 electronic records. Direct access to log directories is blocked via server-side configuration to protect audit logs.

8. Limitation of Liability & Indemnification

• Limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW, APOTHECA, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO THE USE OF THE WEBSITE, PORTAL, OR DISTRIBUTED PRODUCTS.
• Indemnification: You agree to indemnify, defend, and hold harmless Apotheca, Inc., its officers, directors, and employees, from and against any claims, liabilities, damages, or losses arising from your unauthorized use of the portal, submission of inaccurate licensing credentials, or failure to store products in compliance with regulatory requirements.

9. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles. Any dispute arising from these Terms shall be resolved exclusively in the state or federal courts located in Phoenix, Arizona.