USA MedPremium

Sales Terms & Conditions

These sales conditions (“Sales Conditions”) govern all purchases of products and/or services (“Products”) made by you, the purchaser (“Purchaser/Customer”). The term “Purchaser” herein refers to any entity buying products from us, including, but not limited to, any Purchaser-operated facilities or locations. Purchaser commits to paying for all Product purchases, fees, and other incurred charges by Purchaser or any authorized representative acting on Purchaser’s behalf, including orders shipped and/or invoiced to a third-party representative for Purchaser. Purchaser is not permitted to alter these Sales Conditions without our DGK Brother Investments LLC (DBA “USA MedPremium”), referred to here as “Us” or “We”) explicit written approval, and these Sales Conditions override any terms on any purchase order or other business documents. Previous dealings between us will not influence these Sales Conditions and cannot be used to interpret, change, or dispute these Sales Conditions. The term “Facility” denotes any establishment over which Purchaser has control, through ownership, agreement, or other means. The term “Supplier” within these Sales Conditions refers to a manufacturer, vendor, or other provider of a Product that We purchase for distribution.
Financial Obligations and Terms of Settlement
Standard Terms for Credit and Settlement: All amounts invoiced are due for payment within thirty (30) days from the date of the invoice unless an alternative schedule is noted on the invoice itself. If the due date for payment land on a weekend or public holiday, the obligation shifts to upcoming business day. Any bill Amount not settled by the due date are considered “overdue.” Overdue balances will incur service or finance charges at the maximum legal rate, or one and one-half percent (1.5%) per month, whichever is greater. Any interest charged beyond what is allowed by law will be refunded. Excess interest charges will be reimbursed. Delayed payments negate any discounts for prompt payment as detailed on the corresponding invoice or statement, resulting in the Purchaser owing the total amount plus any relevant service or finance charges. If the Purchaser delay any payment due, or if there's a decline in the Purchaser's credit standing, at our absolute discretion, we may: (i) cease our services or annul any portion of an order, (ii) adjust any payment conditions as we see fit (including requiring payment upon delivery); (iii) withhold any incentives, rebates, fees, or discounts against (a) any due amounts from the Purchaser, or (b) any unauthorized deductions and service fees; (iv) disqualify the Purchaser from any incentives, rebates, fees, or discounts; (v) demand immediate settlement of all invoiced amounts to the Purchaser, irrespective of their original due dates; and/or (vi) adjust the pricing for Products and/or services. Our credit offerings are strictly for business use and are not intended for personal, familial, or household purposes.

The Purchaser commits to settling the full amount due on the specified date without any deductions or adjustments, not contingent upon any demands for or proofs of delivery.
In scenarios involving the (“Purchaser's/Customer”) bankruptcy, insolvency, or related proceedings, we will prioritize any amounts due by us to the Purchaser, initially addressing claims outside of 11 U.S.C. § 503(b)(9), followed by those within its scope.
We reserve the right to offset any due amounts from the Purchaser (across any and all Purchaser accounts) against any liabilities we have to the Purchaser, whether under these Sales Conditions or otherwise.
Opening an account for the Purchaser is contingent upon our approval of their credit.
The Purchaser must furnish us with financial statements when requested. The Purchaser permits us, along with our employees, representatives, and agents, to (i) validate the submitted information alongside the Purchaser’s credit, financial, and banking records, (ii) acquire credit reports on the Purchaser, (iii) conduct background checks, and screen the Purchaser against the Department of Health and Human Services Office of Inspector General’s List of Excluded Individuals/Entities and the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, and (iv) disseminate transactional and experiential data about the Purchaser and their account with our affiliates, credit reporting bodies, and certain pharmaceutical product manufacturers (if such products are procured by the Purchaser through us). We retain the right to hold onto information collected during the application process, regardless of whether the account/credit is sanctioned. The Purchaser unequivocally assures the adherence of all its facilities to these Sales Conditions, including the punctual settlement of product costs and any relevant service or finance charges, and commits to immediately settling any overdue amounts upon our request.
The Purchaser agrees to pay all reasonable legal fees and expenses we incur in our efforts to recover owed amounts.
The purchaser agrees that all automatic payments are authorized for a period of 365 days. This authorization will apply to all charges incurred during this time.
The purchaser agrees that the payment method they have chosen will be charged at the time of shipment. Shipping costs and applicable taxes will be added.

Taxation: Payments under these Sales Conditions do not include sales, use, value-added, gross receipts, or other transaction taxes (“Transaction Taxes”). The Purchaser is obliged to promptly settle and shield us from all such Transaction Taxes legally imposed on and payable by the Purchaser, except where the Purchaser presents us with valid tax exemption evidence. We alone bear responsibility for taxes levied on our net income, unemployment, social insurance, or pensions, without entitlement to reimbursement for such taxes.

Federal Equal Credit Opportunity Act: This legislation prohibits credit discrimination on the basis of race, color, religion, national origin, sex, marital status, age; due to the Purchaser’s income deriving from public assistance programs; or because the Purchaser lawfully exercises any rights under the Consumer Credit Protection Act. The Federal Trade Commission, Equal Credit Opportunity, Washington, DC 20580, ensures adherence to this statute. The Purchaser confirms the accuracy and completeness of all information provided on its invoice. We depend on this information and expect notification from the Purchaser of any significant changes.

Discrepancies: Our obligation to address, and the (“Purchaser's/Customers”) exoneration of us from, any discrepancies or the issuance of any credits, refunds, or replacements is null if such claims are not registered within the designated timeframe below. Requests for proof of delivery must be lodged within sixty (60) days following our invoice date.

Shipment Discrepancies: Disparities between the Purchaser's order and our corresponding delivery must be communicated to us for resolution within ten (10) days from our invoice date.

Pricing or Payment Discrepancies: Any pricing or payment inconsistencies or reimbursement claims must be reported to us for resolution prior to the invoice's due date.

Non-Disposable Items: Non-disposable items, such as furniture and equipment provided by us, may undergo refurbishing or reconditioning.

Delivery Costs: Any fees related to shipping and handling for standard dispatches will be established through a distinct agreement or indicated on the invoice. For shipments beyond the contiguous U.S. states, including additional deliveries, urgent requests, expedited orders, or items not typically stocked at the Seller’s regional distribution hub, as well as for cold chain, hazardous materials, bulk freight, and direct supplier drop shipments, shipping and handling fees may be appended to the delivery invoice. For orders that do not meet the Seller’s minimum requirement, a handling fee, as determined and communicated by the Seller to the Customer in advance or at the order time, may be included on the invoice. Where applicable, a fuel surcharge may also be applied, with specifics available upon request. The Seller reserves the discretion to transport goods via its own vehicles or through a chosen carrier. For direct deliveries to an end-user patient/consumer’s residence as instructed by the Customer (“Patient Home Delivery”), Seller may impose additional surcharges, such as for signatures, corrections to address or billing details, delivery zone surcharges, among other ancillary fees.

Ownership and Risk Transfer: In cases of bulk delivery without specific patient/consumer designation, the ownership and risk of loss pass to the Customer once goods arrive at the predetermined location, except for direct supplier drop shipments, which are governed by the supplier’s delivery policies. For Patient Home Delivery, product ownership shifts to the Customer upon order placement with the Seller, though the risk of loss remains with the Seller until delivery completion.

Services by Third-Party Logistics Providers: When the Seller offers third-party logistics services to the Customer, or directly ships to patients/consumers on behalf of the Customer, the Customer confirms it possesses all necessary permits, licenses, and prescriptions/physician orders for dispensing or administering the Products, inclusive of all requisite state licenses. The Customer is also responsible for ensuring all product recipients are duly authorized to receive the goods. It is the Customer’s duty to verify the appropriateness and medical necessity of ordered Products, adhering to the required prescriptions or physician orders.

Returns and Refunds: In line with applicable laws, the Seller will process returns and refunds according to its prevailing Return and Refund Policy, or as mutually agreed with the Customer. The policy stipulates:

Returns must be authorized by the Seller’s customer service or through its automated platform DGK Brother Investments LLC (DBA “USA MedPremium”).
Request for any return will only be accepted within 7 business days of the package being marked as delivered by the carrier.
Full credit is issued for returns due to Seller’s error, recalls, or defective items.
Returns not eligible for credit include special orders, custom items, items marked non-returnable as per DGK Brother Investments LLC (DBA “USA MedPremium”), items not for general distribution, refrigerated or frozen goods (with certain vaccine exceptions), and unsalable items (e.g., opened, damaged, or expired products, or those with unauthorized markings).
Credits for other eligible returns vary based on the product’s stocking status, value, and return timing, with specific conditions applied to items not stocked by the Seller’s distribution centers.
For all other qualifying products, the Seller will evaluate credit under each individual scenario but all sales are considered “Final” therefore DGK Brother Investments LLC (DBA “USA MedPremium”) will determine if credit is applicable or not.
Prices: Seller reserves the right to modify any listed or quoted prices at any time without prior notification. Prices provided by Seller or its agents are guaranteed for thirty (30) days, unless explicitly stated otherwise in writing. Product pricing shall be determined by the Seller, or, in the absence of a specified or quoted price, by the Seller's pricing at the time of dispatch. Prices are subject to change based on factors such as product specifications, order volumes, changes in raw material costs, production expenses, shipping arrangements, or deviations from the terms initially quoted by the Seller. It should be noted that list prices may differ from those shown on the website for certain items.
AED Equipment: The Customer recognizes the option to acquire automated external defibrillators ("AED") from the Seller. Nonetheless, any compliance or training programs related to AEDs, should they be available, will be conducted exclusively by an external party, not by the Seller.
Collateral Agreement: The Customer extends to DGK Brother Investments LLC (DBA “USA MedPremium”), a corporation registered in Florida, acting on its own behalf and as a collateral agent for its subsidiaries, including but not limited to USA MedPremium, a security interest and lien over all of the Customer’s rights, ownership, and interest in any inventory and/or equipment acquired from the Seller, along with all resulting products and proceeds, as collateral for the Customer’s obligations to make payments under this agreement. The Customer also gives USA MedPremium the authority to submit any Uniform Commercial Code (UCC) financing statements or modifications deemed necessary by USA MedPremium to establish or maintain the validity of this security interest. In the event of the Customer’s failure to comply with the Terms of Sale or any payment duties to USA MedPremium and its affiliates, the Seller is entitled to all legal rights and remedies for the realization of this security interest, which may encompass the authority for direct repossession of such equipment.
Chargebacks: The Customer agrees to compensate the Seller the difference between the acquisition cost and the discounted price from the Supplier (“Chargebacks”) in case of denial due to inaccurate information provided by the Customer. If a Supplier defaults on Chargeback payments, the Customer is liable for the unpaid amounts. Chargebacks and Discounts. As a condition for the Seller offering the Customer the opportunity to buy products at reduced rates, the Customer consents to compensate the Seller for the variance between the Seller's purchase price and the product's discounted selling price from the relevant Supplier (”Chargebacks”). Should the Seller not receive a chargeback from a Supplier due to the Customer submitting incomplete, inaccurate, or false details to either the Seller or the Supplier, the Customer shall be responsible for the amount of such chargeback. Furthermore, if the Supplier (i) undertakes an action for the advantage of creditors, initiates bankruptcy proceedings, is declared insolvent or bankrupt, or if an administrator or trustee is designated over a significant portion of the Supplier's assets, or if proceedings are initiated against it that significantly affect its capacity to fulfill Rebate obligations; or (ii) fails to remit chargeback payments to the Seller, the Customer will receive an invoice and will be accountable for the outstanding chargebacks related to their purchases from the Supplier.
Force Majeure Clause: A party shall not be held accountable to the other for any non-performance or delays resulting from a Force Majeure Event, excluding obligations related to monetary payments. Such incidents of non-performance or delay will not be deemed a significant violation of these Terms of Sale. A "Force Majeure Event" encompasses any situation outside a party's reasonable control, including, but not limited to, natural calamities or acts of God; destruction of manufacturing plants; warfare; acts of terrorism; civil unrest; embargoes; actions by civil or military authorities; either voluntary or involuntary adherence to any law, regulation, or order issued by any governmental entity; labor conflicts or strikes; hindrances or delays in the granting of export licenses; transport disruptions; health emergencies such as epidemics, pandemics, or spread of infectious diseases; imposed quarantines; national or regional crises; scarcity of materials, energy sources, or machinery; or disruptions in internet services due to cyber-attacks. Additionally, as the Seller does not manufacture the products, it cannot prevent nor is it responsible for common supply chain complications like manufacturer backorders, product discontinuations, or limited availability due to increased demand or scarce resources.
Product Suggestions: The Seller might provide the Customer with suggestions regarding products that are similar, functionally equivalent, clinically comparable, alternative or equivalent to other products utilized or specified by the Customer ("Equivalency Suggestions, Alternative Suggestions, or Comparable Suggestions").
- The Customer acknowledges and agrees that when providing any ("Equivalency Suggestions, Alternative Suggestions, or Comparable Suggestions"), the Seller depends entirely on the independent expertise, knowledge, and judgment of its Suppliers or other professionals within the industry, and is not offering independent medical product advice or information for the Customer's reliance in making product selection decisions. The Customer confirms and agrees that it bases its product choices on its own independent professional discretion. The customer also consents to waive, release, indemnify, and absolve the Seller and its affiliates from any liability stemming from an Equivalency Recommendation. Furthermore, the Customer acknowledges and agrees its expertise in utilizing medical products and recognizes itself as an informed intermediary between the Seller and the final user or patient.
- Equivalency Suggestions, Alternative Suggestions, or Comparable Suggestions may be provided verbally, in writing form, or through a database. These suggestions are merely advisory and do not constitute guarantees or warranties regarding the performance or (Equivalency Suggestions, Alternative Suggestions, or Comparable Suggestions) from any product, and any implied warranties or representations are expressly disclaimed. The basis for these equivalency suggestions include information provided by the seller’s suppliers and other data accessible within the industry or other available information.
Disclaimer: The seller disclaims all warranties, both express and implied, regarding the merchantability of products or their suitability for a specific purpose. The customer is advised to seek warranties directly from the product manufacturer or the service provider (if not the seller). No representative, employee, or agent of the seller is authorized to offer any guarantee, statement, or warranty about the products beyond what is explicitly stated in these terms of sale.
Limitation Of Liability: The seller shall not be held liable for any indirect, special, incidental, punitive, or consequential damages arising out of or in connection with these terms of sale, including but not limited to lost profits, regardless of the basis of the claim (whether contract, warranty, tort, product liability, or any other legal theory), and even if advised of the possibility of such damages. This exclusion applies to all causes of damage, including but not limited to, defects in products, mis shipments, or failure to provide services.
Government Contracts: Without explicit written consent from the Seller, the Customer is strictly forbidden from marketing or reselling Products directly or indirectly to (i) the federal government of the United States; (ii) any state or local government agencies within the United States, including public education and state or local healthcare entities; or (iii) any organizations that the Customer is aware or should be aware will market or resell to any federal, state, or local government bodies in the United States. The Seller shall not be obligated by any terms and conditions of government contracts that the Customer is involved in.
No Breaches or Violations: The Customer affirms and guarantees that its agreement to, enactment of, and adherence to these Terms of Sale will not result in (i) the contravention of any binding judgment, order, or decree on the Customer; (ii) a violation of any agreement to which the Customer is a party; (iii) a situation that could, upon notification or after a period of time, or both, lead to such a violation; or (iv) the necessity for any approval under any pact between the Customer and another entity. The Customer agrees to defend, indemnify, and protect the Seller against any losses incurred due to the Customer's failure to uphold any promise or guarantee made in this clause.
Customer-Dedicated Inventory: Should the Customer or Seller terminate their business relationship for any reason, the Customer is obligated to buy any Customer-Dedicated Inventory either in route to the Customer or stored by the Seller on the Customer's behalf, up to a maximum of sixty (60) days' worth of inventory, calculated based on the Customer's average daily acquisition of the relevant Products. "Customer-Dedicated Inventory" refers to specific Products designated by the Seller as "custom products" or "special order items" that have no viable market except for the Customer, irrespective of whether some of these Products might otherwise be considered standard inventory items with an available market under different conditions. If the Customer does not fulfill its obligation to purchase the specified Customer-Dedicated Inventory in a timely manner, the Seller has the option, though not the obligation, to dispose of this inventory as it sees fit and to bill the Customer for any related disposal fees or costs.
Confidentiality Agreement: Both parties, along with their employees or agents (together referred to as the “Receiving Party”), commit to keeping the existence of these Terms of Sale and any proprietary or confidential data (“Confidential Information”) shared by one party (the “Disclosing Party”) confidential, not revealing it to any third parties unless legally required or explicitly permitted in writing by the Disclosing Party. The pricing and specific conditions of these Terms of Sale are considered the Seller's Confidential Information. Confidential Information does not encompass data that (i) is already public or later becomes public through no error of the Receiving Party; (ii) is proven to be already known or independently acquired by the Receiving Party; (iii) is obtained from a third party without a confidentiality restriction; or (iv) is demonstrated not to be Confidential Information as defined under these Terms of Sale by the Receiving Party. Breaching this clause may result in both equitable and legal consequences, including the possibility of injunctive relief.
Data Usage Rights: The Seller is authorized to utilize, adapt, reproduce, alter, share, exhibit, and/or disclose Customer data for its own operational needs and commercial objectives. The Customer recognizes that the Seller might share details and analyses concerning the Customer's transactions with the Seller to group buying consortia, Suppliers, and additional external parties. The Customer thus relinquishes any claims to privacy regarding this data, to the degree required to enable the Seller to disclose such information to group buying organizations, Suppliers, and other external entities.
Intellectual Property Rights: The Customer recognizes that the Seller holds exclusive rights to its trademarks, logos, trade dress, designs, and copyrights, collectively referred to as “Intellectual Property.” The Customer is not entitled to any ownership rights over the Seller's Intellectual Property and is prohibited from disseminating the Seller's Intellectual Property to third parties without the Seller's explicit written consent.
Public Statements and Name Usage: The Customer agrees not to issue any public statements or press releases about the Seller or the Seller's activities without obtaining the Seller's written permission beforehand.
Regulatory Adherence: The Customer affirms and guarantees its adherence to all applicable federal, state, and local laws and regulations concerning its responsibilities under these Terms of Sale, as well as those applicable to the acquisition, management, sale, distribution, or dispensing of, and payment for, the Products. It further assures that: (i) pharmaceutical Products are acquired for the purpose of dispensing or administering to patients based on valid prescriptions; and (ii) any future resale will adhere to relevant laws and will be to a certified healthcare provider for dispensing or administering to patients based on valid prescriptions. The Customer agrees to defend, indemnify, and absolve the Seller of any liability resulting from failure to comply with such legal or regulatory obligations or from breaching the aforementioned affirmation and guarantee.
Compliance With Fraud and Abuse Regulations: The Customer may benefit from discounts or price reductions on product purchases under these Terms of Sale, which could also make the Customer eligible for discounts or price reductions on certain transactions under a supply contract with USA MedPremium or its affiliates, subject to its terms and conditions. The Customer is obligated to report all prices, discounts, and rebates as per these Terms of Sale and any supply contract with USA MedPremium to the relevant reimbursement authorities as mandated by law or regulation, including but not limited to Medicare and Medicaid, while keeping accurate records and providing necessary details to these entities in compliance with all relevant legislation. Any price concession or discount scheme mentioned in these Terms of Sale or any supply agreement with USA MedPremium is designed to comply as a discount under the scope of federal and state anti-kickback statutes, including 42 U.S.C. §1320A-7B(b) and its associated Discount Safe Harbor regulations, currently located at 42 C.F.R. §1001.952(h). The Customer acknowledges that the net cost of a product as per these Terms of Sale and any supply agreement with USA MedPremium might be affected by rebate or discount programs.
Customer Commitment and Assurance: The Customer guarantees to fulfill all obligations required of purchasers, including, as mandated by law, the duty to precisely report, or provide upon request to a federal or state healthcare program, the actual net cost paid by the Customer for products and services under these Terms of Sale and any supply contract with USA MedPremium. For the purpose of adhering to cost reporting obligations under federal or state programs that offer cost-based reimbursement, the Customer acknowledges that any discounts, including rebates, must be appropriately apportioned on a per-unit basis to report a net sales price that truthfully represents the total discount received. Should either party recognize that these Terms of Sale may not adhere to such legal requirements, both parties commit to collaboratively develop a discount or rebate framework that complies with these laws.
Regulatory Compliance and Controlled Substances: Should adhering to these Terms of Sale potentially result in noncompliance or risk of noncompliance with any federal, state, or local laws, regulations, ordinances, or any government directives, particularly concerning controlled pharmaceuticals (“Controlled Substances”) or any other regulated items or practices, including but not limited to compliance with the Drug Enforcement Administration’s standards for customer verification and the reporting of suspicious or excessive orders, the Seller reserves the right, at its sole discretion and notwithstanding any provisions to the contrary in these Terms of Sale, without facing any penalties or liabilities, to take actions such as: (a) restrict or refuse any orders for Controlled Substances or other regulated products based on the Seller’s established diversion monitoring protocols, and (b) halt the sale of any Product, entirely or partially, without any liabilities if: (i) continuing the sale would breach or risk breaching any federal, state, or local laws, rules, or regulations concerning Controlled Substances or any other regulated items or activities; or (ii) the Seller is notified by a government entity of alleged noncompliance with any laws, rules, or regulations related to the distribution of any Products (including Controlled Substances) under these Terms of Sale or due to the Seller’s conduct or lack thereof regarding Controlled Substances or any other regulated items or activities.
Personal Use Compliance: Unless otherwise mutually agreed upon, all transactions made by the Customer under these Terms of Sale are intended for the Customer’s “personal use,” as interpreted by courts or through legislative action. The Customer agrees to adhere to the pricing criteria and policies set forth by manufacturers. The Customer commits to avoiding any deliberate or knowing involvement in the Diversion of Products. “Diversion” is defined as: (i) the sale of Products acquired under this agreement outside the United States by the Customer; (ii) the sale or distribution of Products by the Customer that are expired or have been removed from the market; (iii) the sale or distribution of Products by the Customer to its subsidiaries or affiliates for the purpose of resale; or (iv) the sale or distribution of Products by the Customer to any unauthorized third party for any reason. The Customer recognizes that purchasing Products from the Seller may be governed by specific manufacturer policies regarding pricing, distribution, origin, identification, returns, and chargebacks, and the Customer is obliged to follow all such policies from the manufacturers.
Non-Exclusion Certification: The Customer, along with its affiliates, employees, or contractors, certify that they: (a) have not been found guilty of any criminal activity related to healthcare; (b) do not appear on the Office of Inspector General’s List of Excluded Individuals/Entities, nor are they currently excluded, suspended, or prohibited from participating in any federal healthcare programs; (c) are not the subject of any ongoing civil or criminal investigations by federal or state enforcement, regulatory, administrative, or licensing bodies; and (d) are not presently named on the General Services Administration’s List of Parties Excluded from Federal Procurement and Non-Procurement Programs.
Jurisdiction and Legal Framework: The laws of Florida govern and dictate the interpretation of these Terms of Sale. However, should there be any clauses specifically related to federal government contracting requiring interpretation, these clauses will be interpreted in line with federal government contract law, as established and enforced through federal legislation, regulations, decisions by federal courts, contract appeal boards, and other governmental judicial and quasi-judicial entities.
Action Initiation Period: Any legal action stemming from or related to these Terms of Sale, excluding efforts to collect due payments, must be initiated within one (1) year from the date the cause of action arose.
Parties' Independence: The entities involved are independent entities. These Terms of Sale do not establish any form of agency, employment relationship, partnership, fiduciary duty, or joint venture among the parties. Neither party (nor their agents or employees) is authorized to make representations, warranties, or incur liabilities on behalf of the other party.
Transfer and Delegation: The Customer is prohibited from assigning or transferring any rights under orders accepted by the Seller, or delegating any responsibilities as per this agreement, without obtaining the Seller's prior written approval.
Unified Liability: The responsibilities of the Customer and any Facility making purchases under a Customer account, irrespective of its relationship with the Customer, are collectively and individually binding. To the maximum extent allowed by law, the Customer relinquishes any suretyship defenses it may have concerning the payment obligations for Products bought by any of the Customer's facilities. This relinquishment includes, without limitation, the defense that the initial obligations have been modified in any manner or that the Seller's remedies or rights concerning the original obligations have been compromised or deferred.
JURY TRIAL WAIVER. BOTH PARTIES HEREBY FOREGO THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDINGS THAT STEM FROM OR ARE CONNECTED IN ANY MANNER TO THESE TERMS OF SALE OR THE TRANSACTIONS THEY ENTAIL.
Digital Commerce and Internet Sales: Should the Customer undertake digital commerce or internet sales through its website ("Site"), facilitating the ability of end-user consumers ("End-User Consumer") to order Products directly from the Customer's Site, the subsequent conditions will also be applicable:
Disclosure of all Online Stores: The Customer is required to reveal all business entities it owns or operates that sell Products, encompassing, but not limited to: online stores with their URLs, physical store aliases, the legal names under which they operate, and names along with IDs for marketplace stores. Should the Customer establish a new business entity for the purpose of sales, this entity must be promptly reported to the Seller. For each distinct type of business entity (for example, physical stores, marketplaces, online shops), Customers are obliged to establish separate USA MedPremium accounts.
Restrictions on Marketplace Sales:The Customer commits to accepting and fulfilling orders solely through its own or operated e-commerce platforms that have been openly shared with the Seller. This agreement strictly forbids any breach of this policy, including but not limited to, sales conducted on third-party marketplace platforms (such as Amazon.com, eBay, Alibaba, etc.), through drop-ship accounts (like Buy.com,Newegg.com, Overstock.com, Groupon.com, etc.), on classified advertisement websites (for instance, Craigslist.com, Facebook Marketplace, etc.), or via direct messaging on social media platforms or online forums, unless explicitly authorized in writing by the Seller.
Content Licensing: The Seller grants the Customer a restricted, non-exclusive, non-transferable, royalty-free right to utilize specific photographs and product descriptions of the Products ("Content") exclusively for creating sales and marketing materials related to the Products depicted in the Content, for the purpose of promoting these Products to the Customer’s End-User Consumers via printed materials or on its Site. The use of the Content by the Customer benefits solely the Seller and the Supplier featured in the Content. These Terms of Sale do not confer any ownership rights in the Content to the Customer. Should the Customer inadvertently gain any legal rights to the Content, whether by law or otherwise, such rights, along with any related goodwill, applications, and/or registrations, will be immediately assigned to the Seller or a Seller-designated third party at no cost to the Seller.