Terms & Conditions

These Terms and Conditions ("Terms") govern your use of the MedXchange P2P marketplace platform. By accessing or using the platform, you agree to be bound by these Terms.

1. Eligibility

MedXchange P2P is available only to licensed pharmacies and authorized trading partners. Users must hold a valid pharmacy license issued by a state pharmacy board and comply with all applicable federal and state regulations.

2. Nature of Platform & Regulatory Disclaimers

2.1 Pure Technology Provider Status. MedXchange P2P (the "Platform," "Company," "we," "us," or "our") operates exclusively as a Software-as-a-Service (SaaS) and electronic communications marketplace. The Platform provides software tools, communication protocols, and data exchange interfaces designed solely to enable independent, licensed entities to interact, identify, and execute peer-to-peer inventory transfers with one another. MedXchange P2P is a technology vendor, not a marketplace participant.

2.2 Disclaimer of Wholesale Distributor and Pharmacy Status. THE PLATFORM IS NOT A WHOLESALE DISTRIBUTOR, VIRTUAL WHOLESALER, DRUG BROKER, THIRD-PARTY LOGISTICS PROVIDER (3PL), REPACKAGER, MANUFACTURER, PHARMACY, OR DISPENSER under the Drug Supply Chain Security Act (DSCSA, 21 U.S.C. § 360eee), the Federal Food, Drug, and Cosmetic Act (FD&C Act), or any state pharmacy or drug distribution statute. By accessing or using the Platform, you acknowledge and agree that the Platform does NOT: (a) take legal title, ownership, financial interest, or beneficial interest in any prescription drugs listed on or transferred through the Platform; (b) take physical possession, custody, warehousing, storage, cross-docking, handling, packaging, shipping, or delivery of any prescription drugs; (c) offer prescription drugs for sale under its own name, set wholesale prices, or guarantee inventory availability; or (d) engage in the practice of pharmacy, clinical judgment, or medical decision-making.

2.3 No Title or Ownership. At no time does MedXchange P2P hold, control, or transfer title to any medication. All ownership and title remain with the listing pharmacy until transfer directly between the contracting parties.

2.4 Direct Peer-to-Peer Transactions. All purchases, sales, transfers, or exchanges of prescription medications facilitated through the Platform are direct, peer-to-peer contractual agreements formed exclusively between the selling pharmacy ("Seller") and the buying pharmacy ("Buyer"). The Platform is not a party to, third-party beneficiary of, or guarantor for any transaction between Buyer and Seller. Fulfillment, shipping, temperature monitoring, product quality, and delivery are the sole legal responsibility of the Seller and Buyer. MedXchange P2P merely hosts and displays listings and facilitates electronic communication between those entities.

2.5 No Fiduciary or Advisory Role; Payment Processing. MedXchange P2P is not a fiduciary of any user and does not provide legal, regulatory, compliance, quality-assurance, valuation, or pharmaceutical advice. Any matching, pricing reference, or compliance tool provided by the Platform is informational only. Where the Platform facilitates payment processing or delayed-settlement (delivery-gated payout) functionality, MedXchange P2P acts solely as a limited payment-technology provider using third-party payment infrastructure; holding funds under delayed settlement for the limited purpose of releasing them to the Seller upon delivery does not constitute taking title, ownership, or possession of any product and does not alter the technology-vendor status of the Platform. The Platform is not a licensed escrow agent and does not provide escrow services; the delayed-settlement mechanism is a feature of its payment-processing technology. The Platform charges a single platform fee (10% of the transaction, paid by the Seller) and charges no broker fees, brokerage fees, or commissions beyond this disclosed platform fee.

2.6 User Compliance & Authorized Trading Partner (ATP) Warranties. Every user accessing or transacting on the Platform expressly represents, warrants, and certifies that: (a) Authorized Trading Partner Status — it is an Authorized Trading Partner (ATP) under federal DSCSA law, holding active, unencumbered state pharmacy registrations, NPI numbers, and DEA registrations (where applicable) in all jurisdictions in which it operates; (b) Regulatory Compliance — it bears sole responsibility for maintaining compliance with all local, state, and federal laws governing pharmacy transfers, including but not limited to state 5% transfer caps, DSCSA track-and-trace requirements, and statutory exemptions for "Specific Patient Need" or emergency medical reasons; and (c) Exclusion of Restricted Inventory — it shall NOT list, offer, or attempt to transfer: (i) controlled substances (DEA Schedules II, III, IV, or V); (ii) compounded or non-FDA-approved medications; (iii) opened, partial, broken-seal, repackaged, adulterated, or expired products; or (iv) products requiring special temperature controls unless compliant with cold-chain shipping standards.

2.7 Statutory Exemption & Emergency Need Attestations. The Platform operates as an emergency / spot-fill drug locator anchored on the Specific Patient Need dispenser-to-dispenser exemption under 21 U.S.C. § 360eee(19), which refers to "the transfer of a product from one pharmacy to another to fill a prescription for an identified patient" and expressly excludes transfers "for the purpose of increasing or replenishing stock in anticipation of a potential need." Where a transaction relies on this exemption, the Buyer is solely responsible for verifying the existence of an active patient prescription or emergency supply need prior to checkout. The Platform's automated collection of electronic attestations, internal Rx / patient reference numbers, prescriber NPI data, and expedited-shipping enforcement is conducted strictly for data audit-trail purposes and does not constitute verification or legal approval by the Platform. To preserve a defensible legal framework for cross-state trades without requiring complex state wholesale licensing, the Platform (i) requires a mandatory, un-bypassable buyer attestation certifying the purchase is for an immediate, identified patient need and not for general stock replenishment; (ii) caps order quantities at the total quantity covered by the Rx reference numbers the Buyer provides; and (iii) forces overnight or 2-day expedited shipping, as shipping an "emergency prescription" via standard ground carrier would create an obvious contradiction during an inspection.

2.8 DSCSA Obligations Remain With Trading Partners; HIPAA. All DSCSA transaction information, transaction history, and transaction statement (T3) obligations, serialization, tracing, and suspect/illegitimate product responsibilities are borne entirely by the licensed trading parties to each transaction. The Platform provides document-generation tools (including an attestation receipt attached to each invoice) to assist users in meeting their own DSCSA obligations but is not itself a DSCSA "trading partner" and assumes none of the statutory obligations of one. To keep the Platform's Protected Health Information (PHI) footprint minimal, the Platform stores only internal Rx / patient reference identifiers and prescriber NPI — never patient names, diagnoses, or other PHI — while satisfying Board of Pharmacy audit requirements.

2.9 Indemnification. You agree to defend, indemnify, and hold harmless the Company, its software developers, officers, directors, and agents from any and all claims, liabilities, losses, administrative penalties, state board fines, or legal fees arising out of or related to: (a) your violation of state or federal pharmacy laws; (b) any product delivered by you that is misbranded, adulterated, or expired; or (c) your breach of Authorized Trading Partner warranties or the Specific Patient Need attestations under these Terms.

3. Compliance Responsibility

All users are solely responsible for ensuring compliance with DSCSA, DEA regulations, FDA requirements, and applicable state pharmacy laws. MedXchange P2P does not provide regulatory, legal, or compliance advice.

4. Verification

Users must complete our KYC verification process before accessing marketplace features. Providing false or misleading information will result in immediate account suspension.

5. Prohibited Activities

Users may not use the platform to transact in counterfeit, adulterated, or misbranded products; violate any applicable law or regulation; or engage in any fraudulent activity.

6. Limitation of Liability

MedXchange P2P shall not be liable for any damages arising from transactions between users, regulatory violations by users, or interruption of service.

7. Contact

For questions regarding these Terms, contact us at info@medxchange-p2p.com.