Thank you for selecting the Pharmalogistics Customer Portal (“Services”) offered by Returns ‘R’ Us, LLC, an Illinois limited liability company d/b/a Pharma Logistics LLC and/or its subsidiaries and affiliates (referred to as “PLL”, “we’, “our”, or “us”). These Portal Terms of Service (these “Terms”) are between PLL and you (“Customer,” “You,” or “Your”).  

THESE TERMS ARE A LEGAL AGREEMENT BETWEEN YOU AND PLL. BY ACCEPTING ELECTRONICALLY (FOR EXAMPLE, CLICKING “I AGREE”), INSTALLING, ACCESSING OR USING THE SERVICES, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS AS ITS AUTHORIZED REPRESENTATIVE, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES AS WELL AS YOU. IF THE LEGAL ENTITY THAT YOU REPRESENT DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT, REGISTER, AND USE OR ACCESS THE SERVICES AS AN AUTHORIZED REPRESENTATIVE.

Agreement

These Terms describe the terms governing your use of the Services and includes by reference the Privacy Policy and Legal Policy located on our website. You agree to review PLL’s Privacy Policy, which may be accessed at https://pharmalogistics.com/privacy-policy/, and the Legal Policy, which may be accessed at https://pharmalogistics.com/legal/. The Privacy Policy explains how we will collect and use your personal information in connection with the Services. These Terms are in addition to any other agreements or terms provided separately to you, including any program service agreement, order, registration, activation, payment terms, data processing agreement, or other written agreements (collectively, the “Agreement”). 

Changes to the Terms and/or the Services

PLL reserves the right, in its sole discretion, to modify, amend, or otherwise change these Terms or the Services, in whole or in part, at any time. PLL will provide You with no less than thirty (30) days’ prior written notice of any material change in advance of the effective date of such change. Change notices may be communicated to You through the Services or by electronic mail. If You do not affirmatively rejectsuch changes during such thirty (30) day period, such changes will be deemed accepted and effective as of the thirtieth day following the date PLL provided notice of such changes to You. PLL also reserves the right to change or modify its Services and the functionality thereof from time to time, in its sole discretion, without notice or liability.

Services

Services; Access Rights:

PLL shall provide to You and any employees or agents authorized by You and Us to access or use the Services for purposes of administrating Your account and viewing the data contained therein (“Your Users”) the Services subject to these Terms and the Agreement. You acknowledge that You are responsible for ensuring that all use of the Services by any of Your Users is in accordance with these Terms and that You are liable for the acts and omissions of Your Users. PLL reserves the right, in its sole discretion, to suspend, terminate, change, or discontinue Your access to the Services at any time for any violation of these Terms. All rights not expressly granted to You in these Terms are reserved and retained by PLL.

Prohibited Uses:

You shall not (and shall not allow Your Users or any third party to):

• Reverse engineer, disassemble, decompile, attempt to derive the source code of, or decrypt the Services, even for research or educational purposes;
• Make any modification, adaptation, improvement, enhancement, translation or derivative work of the Services;
• Violate any applicable federal, state, local, or international law, rule, or regulations (including, without limitation, any privacy laws) in connection with Your or Your Users’ use of the Services;
• Remove, alter or obscure any proprietary notice (including, without limitation, any notice of copyright or trademark) of PLL or its suppliers, licensors, or content providers;
• Make the Services available over a network or other environment permitting access or use by multiple users at the same time utilizing the same credentials;
• Make the Services available to anyone other than Your Users;
• Use the Services, the Deliverables (as defined in Section 10.2), or any data contained or derived from the Services or the Deliverables, for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by PLL;
• Sell, resell, lease, rent the Services
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
• Circumvent, disable or tamper with any security-related components or other protective measures applicable to the Services;
• Send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs within the Services;
• Interfere with or disrupt the integrity or performance of the Service; or
• Attempt to gain unauthorized access to the Services or their related systems or networks.

Accounts, Passwords and Security:

In order to access and use the Services, You must provide a unique user login and password to each of Your Users ("Credentials"). You must not provide Credentials to any party other than Your Users, unless otherwise permitted in writing by an authorized representative of PLL. Each user who uses such Credentials will be deemed to be authorized by You to access and use the Services, and PLL has no obligation to investigate the authorization or source of any such access or use. You acknowledge and agree that You are solely responsible for maintaining the security and confidentiality of the Credentials, for revoking any and all Credential no longer being used by You or Your Users, and for all activities, obligations, charges, and liabilities that occur from any access using the Credentials, whether or not authorized by You. You must immediately notify PLL of any unauthorized use of any Credentials or any other breach or threatened breach of security of which You become aware. PLL will not be liable for any loss or damage arising from Your failure to comply with this Section

Necessary Disclosures and Consents:

You agree to make any and all necessary disclosures and obtain any and all necessary consents from individuals, including, without limitation, Your Users, regarding the collection, disclosure, processing, transfer, or use of any data or information by PLL as contemplated under these Terms in compliance with all applicable laws, rules, and regulations.

Term and Termination

The term of these Termsis perpetual until terminated by You or Usin writing. Upon any termination of these Terms, You shall, and You shall cause Your Users to, immediately cease all access to and use of the Services, and PLL may immediately revoke all Credentials issued to You and deny You access to and use of the Services, in whole or in part.

Disclaimers

Your use of the services (including any software and content) is entirely at your own risk. Except as described in these terms, the services are provided “as is.” To the maximum extent permitted by applicable law, pll, its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the services are fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in or linked to the services. Pll and its affiliates and suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction

Pll, its affiliates and suppliers disclaim any representations or warranties that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations. You are solely responsible for ensuring that your use of the services is in accordance with applicable law. The information provided via the services should not be interpreted as a substitute for consultation, evaluation or treatment by qualified healthcare professionals, and the information made available on or through the services should not be relied upon when making medical decisions or to diagnose or treat a medical or health condition. You represent to us (which representation shall be deemed to be made each time you use the services) that you are not using the services for the purpose of seeking medical attention or treatment. We specifically disclaim all responsibility for any liability, loss or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use or contents of the services. The services are not designed to provide and should not be interpreted as medical, healthcare or clinical advice. Always seek the advice of your physician or other qualified healthcare provider with any questions you may have regarding health or health products.

Mobile devices; internet:

Use of these services may be available through a compatible mobile device, the internet, and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Pll makes no warranties or representations of any kind, express, statutory or implied as to:

• The availability of telecommunication services from your provider and access to the services at anytime or from any location;
• Any loss, damage, or other security intrusion of the telecommunication services; and
• Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services.

Limitation of Liability

 To the extent permitted by applicable law, in no event will pll, its affiliates and suppliers be liable or responsible to you for any indirect, special, incidental, consequential or similar damages of any nature arising out of or in connection with these terms, or the services (including, without limitation, damages for lost profits, revenues, use or data), whether arising in contract, tort or under any other legal theory (including, without limitation, negligence or strict liability), even if we have been advised of the possibility of such claim.

 In no event shall pll, its affiliates and suppliers’ liability in connection with these terms or any services provided under these terms, whether caused by failure to deliver, nonperformance, breach of warranty or otherwise, exceed the greater of the amount of fees received by pll from you under these terms during the month immediately prior to the event giving rise to such liability or $100.

Proprietary Rights

Data Ownership:

Notwithstanding anything to the contrary in these Terms, and without limiting any of PLL’s rights elsewhere in these Terms, You acknowledge and agree that PLL compiles data and other information relating to the performance, operation, and use of the Services (including, without limitation, Your use of the Services) and uses and discloses such data and other information in aggregated form for the purposes of researching, developing, testing, maintaining, improving, modifying, distributing, providing, making available and/or otherwise commercializing PLL’s products and services (collectively,“Aggregated Data”); provided that the Aggregated Data shall not incorporate Your personal data in a form that is identifiable to You or Your Users individually. Subject to complying with this Section 7A, You acknowledge and agree that nothing in these Termsshall prevent or restrict PLL from using or sharing any Aggregated Data and PLL is the sole and exclusive owner of all Aggregated Data.

Intellectual Property Rights:

PLL owns and will own all right, title and interest in and to all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know‐how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith and any data, modifications, customizations, enhancements, improvements, or derivative worksrelated thereto and all other intellectual property or proprietary rights (collectively, "Intellectual Property Rights") in and to the Services, content, data, documents, deliverables, reports and other materials delivered to You under these Terms or prepared by or on behalf of PLL in the course of performing the Services.

Feedback:

You may, at Your discretion, provide feedback to PLL with respect to Your use of the Services, which may include, without limitation, errors or difficulties discovered in the Services or suggestions for future functionalities (“Feedback”). Feedback includes any form of written communication, including the use of the Services or email. You acknowledge that all Feedback isthe exclusive property of PLL, and You hereby assign all rights in and to any Feedback to PLL and agree to take any actions as reasonably requested by PLL to effectuate PLL’s sole ownership of the Feedback.

Miscellaneous

Assignment:

You cannot assign these Terms without the prior written approval of PLL.  

No Relationship:

Neither these Terms, nor the Services, create any partnership, joint venture, employment, or other agency relationship between You and PLL. You may not enter into any contract on PLL’s behalf or bind PLL in any way

Severability:

To the extent any portion of these Terms shall be determined to be invalid or unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be valid and enforceable, and these Terms asso modified will remain enforceable and in full force and effect.

No Waiver:

The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any other right, term, or provision of these Terms.

Successors and Assigns:

The benefits of these Terms shall inure to the benefit of the parties, their respective successors, permitted assigns and representatives, and the obligations and liabilities assumed in these Terms by the parties shall be binding upon their respective successors and permitted assigns.

Governing Law; Venue:

Any disputes shall be governed and interpreted by the laws of the State of Delaware, without regard to the rules regarding conflict of law, and in accordance with the dispute resolution procedures of the Agreement.

Limitation on Actions:

Any legal action brought by You arising out of or relating to these Terms or the Services hereunder must be commenced within one (1) year after the cause of action arises, or it will be time‐ barred and waived. You agree to waive any statute of limitations to the contrary.

Headings:

The headings herein are inserted for convenience ofreference only and are not intended to be part of or to affect the meaning or interpretation of these Terms.

Termination; Survival:

PLL may immediately, in its sole discretion and without notice terminate these Terms or suspend the Services if you fail to comply with these Terms or the Agreement or if you no longer agree to receive electronic communications. Upon termination, You must immediately stop using the Services and any outstanding payments will become due. Any termination of these Terms shall not affect our rights to any payments due to us. We may terminate a free account at any time. Any terms that by their nature extend beyond the expiration or termination of these Termsshallsurvive the expiration or termination of these Terms until fulfilled, including Prohibited Uses, Limitation of Liability, Proprietary Rights, and Miscellaneous.