Legal

Marketplace Terms of Use

The terms governing access to and use of the RX Store 360 marketplace platform.

Last updated: August 2026

These Marketplace Terms of Use (the “Terms”) govern access to and use of the digital platform operated by RXSTORE360 INC (the “Company”). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

I.Platform Description

The Platform is a technology-based marketplace designed to facilitate lawful transactions of pharmaceutical products between licensed pharmacies.

The Platform is powered by proprietary technology owned by LAPA COMERCIAL, which licenses such technology to the Company.

The Company provides a digital environment that enables independent pharmacies to connect, communicate, and conduct transactions directly with one another.

II.No Sale or Distribution of Products

Users acknowledge and agree that:

a)
The Company does not sell, purchase, distribute, or take possession of pharmaceutical products;
b)
The Platform is not a pharmacy, distributor, wholesaler, or logistics provider;
c)
All transactions are conducted directly between participating pharmacies;
d)
The Company does not act as a party to any transaction.

III.Eligibility to Use the Platform

Access to the Platform is limited to:

  • duly licensed pharmacies;
  • authorized representatives acting on behalf of such pharmacies.

By using the Platform, you represent and warrant that you meet all eligibility requirements.

IV.User Accounts

Users are responsible for:

  • maintaining the confidentiality of their login credentials;
  • ensuring that all information provided is accurate and up to date.

The Company reserves the right to suspend or terminate accounts that violate these Terms.

V.Permitted Use

The Platform may be used solely for lawful purposes consistent with these Terms and applicable laws and regulations.

Users agree to use the Platform exclusively for:

  • listing eligible pharmaceutical products;
  • engaging in lawful transactions with other licensed pharmacies;
  • accessing information and services provided through the Platform.

VI.Prohibited Activities

Users shall NOT:

a)
Use the Platform for any unlawful purpose or in violation of any applicable law or regulation;
b)
List, offer, or transact any products that are:
  • controlled substances;
  • expired, counterfeit, adulterated, or misbranded;
  • subject to recall or regulatory restriction;
  • unlawfully obtained or diverted;
  • prohibited under applicable programs such as 340B.
c)
Misrepresent:
  • their identity;
  • licensing status;
  • authority to act on behalf of a pharmacy.
d)
Interfere with or disrupt the operation of the Platform;
e)
Attempt to gain unauthorized access to the Platform or related systems;
f)
Copy, scrape, reproduce, or exploit any content or data from the Platform without authorization;
g)
Use the Platform in a manner that could expose the Company to regulatory, legal, or reputational risk.

VII.Compliance with Laws

Users are solely responsible for ensuring compliance with all applicable:

  • federal laws;
  • state pharmacy regulations;
  • licensing requirements;
  • recordkeeping and traceability obligations.
The Company does not monitor or guarantee user compliance.

VIII.Account Suspension and Termination

The Company reserves the right to suspend or terminate any user account at its sole discretion, including where:

  • these Terms are violated;
  • applicable laws are breached;
  • false or misleading information is provided;
  • user conduct poses risk to the Platform or its participants.

IX.Intellectual Property

a)
The Platform, including all software, systems, algorithms, data architecture, design, content, and functionality, is the exclusive property of LAPA COMERCIAL;
b)
The Company operates the Platform under a valid license granted by LAPA COMERCIAL;
c)
No user is granted any ownership rights in the Platform or its underlying technology;
d)
Users are granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform solely in accordance with these Terms;
e)
Users shall not:
  • copy, reproduce, modify, or create derivative works of the Platform;
  • reverse engineer, decompile, or attempt to extract source code;
  • use the Platform for unauthorized purposes.

X.User Data and Content

a)
Users may provide information, data, and content through the Platform (“User Content”);
b)
Users represent and warrant that:
  • they have the right to provide such information;
  • the information is accurate and lawful.
c)
The Company may use User Content for purposes of:
  • operating the Platform;
  • facilitating transactions;
  • improving services.
d)
The Company does not guarantee the accuracy, completeness, or reliability of User Content.

XI.Data Use and Platform Analytics

a)
The Company may collect and analyze data related to Platform usage, transactions, and system performance;
b)
Such data may be used to:
  • improve functionality;
  • enhance user experience;
  • develop new features.
c)
Any data used for analytics shall be processed in accordance with applicable privacy laws.

XII.Platform Availability

a)
The Company does not guarantee that the Platform will be uninterrupted, error-free, or continuously available;
b)
The Company may modify the Platform, suspend access, or perform maintenance at any time without prior notice;
c)
The Company shall not be liable for any interruptions or system failures.

XIII.Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any:

a)
Direct, indirect, incidental, consequential, or special damages arising out of or related to:
  • use of the Platform;
  • any transaction between users;
  • any products listed or exchanged through the Platform;
b)
Loss of profits, data, or business opportunities;
c)
Errors, interruptions, delays, or failures of the Platform;
d)
Actions or omissions of any user or third party.

Users agree that use of the Platform is at their own risk.

XIV.Disclaimer of Warranties

The Platform and all services are provided on an “as is” and “as available” basis.

The Company makes no warranties, express or implied, including:

  • merchantability;
  • fitness for a particular purpose;
  • non-infringement;
  • accuracy or reliability of content.

The Company does not guarantee:

  • the quality or legality of products;
  • the performance of any user;
  • the outcome of any transaction.

XV.Payment Disclaimer

The Platform may facilitate payment processes through third-party providers.

The Company does not:

  • process payments;
  • hold funds;
  • act as a financial institution.

Any payment-related issues must be resolved between users and the relevant payment service provider or settlement entity.

XVI.Governing Law and Dispute Resolution

a)
These Terms shall be governed by the laws of the State designated by the Company;
b)
Any disputes shall be resolved through binding arbitration, except where prohibited by law;
c)
Users waive any right to participate in class actions.

XVII.Modifications to Terms

The Company may modify these Terms at any time.

Continued use of the Platform constitutes acceptance of such modifications.

XVIII.General Provisions

a)
Entire Agreement. These Terms constitute the entire agreement between the user and the Company;
b)
Severability. If any provision is deemed invalid, the remaining provisions shall remain in effect;
c)
Assignment. Users may not assign their rights or obligations without prior written consent;
d)
Electronic Acceptance. Acceptance of these Terms electronically shall be legally binding.

XIX.Contact

For questions regarding these Terms, users may contact:

RXSTORE360 INC