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Terms & Conditions

Effective Date: [05.11.2026]

Welcome to MediPro Collective (“Company,” “we,” “our,” or “us”). By accessing or using our website, platform, or services (“Services”), you agree to be bound by these Terms & Conditions. Please read them carefully.

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WHEREAS, the Company provides logistical and administrative services as further detailed on the attached Schedule A (the "Services") on behalf of businesses owned and/or operated by licensed healthcare professionals for purposes of facilitating the delivery of certain prescribed medications directly to such healthcare professional's patient(s) through a third-party pharmacy;

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WHEREAS, the Customer is a medical practice owned and/or operated by one or more licensed healthcare professionals that provides services to patients on a cash-only/self-pay basis;

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WHEREAS, the Customer desires to receive, and Company desires to provide to Customer the Services based upon the terms and conditions set forth herein.


NOW, THEREFORE, for and in consideration of the premises and other valuable consideration, the receipt and adequacy of which are acknowledged by the Parties hereto, the mutual covenants and agreements herein set forth, the Parties hereto, intending to be legally bound, hereby agree as follows:


1. Recitals. The recitals first stated above are true and correct and are incorporated herein by reference.


2. Purchase of Services. Customer shall purchase the Services from the Company automatically in conjunction with submission of an electronic prescription for the medication(s) listed on the MediPro portal, via the Company's affiliated Pharmacy(s) as instructed by the Company ("Prescription Transmission"). No purchase of Services shall be binding unless and until accepted by Company. With respect to each Prescription Transmission received by the Company, such purchase of Services shall be deemed accepted unless the Company notifies the Customer within two (2) business days that the Company rejects the Purchase Order or additional information needed for processing. By submitting a Prescription Transmission to Company and for any refills thereof, the Customer expressly authorizes the Company to charge the credit card on file submitted via the onboarding form.

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The Customer understands that the Company is not a healthcare provider or a pharmacy; rather for each Prescription Transmission the Company receives it provides the logistical and administrative services listed on Schedule A on behalf of medical practices owned and/or operated by licensed healthcare professionals, such as the Customer.


Any compensation paid to the Company pursuant to this Agreement has been determined by the Parties to equal the fair market value of the Services furnished hereunder, without taking into account the volume or value of any referrals of business from the Company to the Customer, or from the Customer to the Company. Such compensation is a function of the technological investment and time it takes to provide the Services and has been determined by the Parties in good faith and in a manner consistent with arm's length negotiation. Such compensation does not include any discount, rebate, kickback, or other reduction in charge, and no amount paid hereunder is intended to be, nor shall it be construed to be, an inducement or payment for referral of, or recommending referral of, potential patients or patients to/from either Party. The Parties represent, warrant and acknowledge that, to the best of their knowledge and belief, the terms and provisions of this Agreement are commercially reasonable. The Parties acknowledge that none of the benefits granted to Customer or the Company hereunder require, or are conditioned on any requirement, that Customer or the Company make any recommendation, referral or other arrangement for the provision of services by the other Party, be in a position to make or influence referrals to, or otherwise generate business for Customer or the Company.


3. Delivery, Title and Costs. The Patient Order shall be shipped directly to Patient at the address of the Patient as indicated by the Customer FOB the third-party Pharmacy from which the Patient Order is shipped. The order may also be shipped to the Customer upon request. All Patient Orders to be delivered pursuant to the terms of this Agreement shall be packed for shipment in a licensed third-party Pharmacy's standard shipping containers, marked for shipment at the patient address specified by Customer in the applicable Purchase Order. All applicable taxes that may be assessed against the Services and/or Patient Order shall be paid by the Customer.


4. Customer Representations and Warranties.

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a) Licensure. Customer represents and warrants to the Company that it is owned and/or operated by healthcare professionals that render medical services on its behalf that possess requisite licensure and training under all applicable laws in Customer's jurisdiction for purposes of ordering the medications hereunder. Customer shall take all necessary steps to comply with the terms of this Agreement and any state or federal laws or regulations. Customer shall ensure that all of its treating healthcare professional(s) are properly licensed in the state(s) in which their patients are physically located and which in any Patient Order facilitated pursuant to this Agreement is delivered.

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 b) Patient Use Only. Customer represents and warrants to the Company that any and all Patient Orders will solely be for its own patients based upon medical necessity only and such Patient Orders will not otherwise be used or resold by Customer to any other third parties. Customer shall not divert or sell any Patient Order purchased pursuant to this Agreement to any other distribution channel, end-user, business entity or third party other than the patients of the Customer.

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 c) Liability Insurance. Customer represents and warrants to the Company that it maintains professional liability and general liability insurance against any insurable claims that are reasonably likely to arise regarding the Services received from the Company.

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d) Promotion of Medications. Customer represents and warrants to the Company that it will not advertise, promote, or utilize the medications or Patient Order covered by this Agreement in a manner that may violate any applicable law or regulation.

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e) Representations to Customer Patients. Customer represents and warrants that Customer shall not make any representation, guarantee, or warranty concerning the medications or Patient Order except as expressly authorized in writing by Company or as indicated in the medication packaging.

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f) No Third-Party Reimbursement. Customer represents and warrants that all of the patient services that Customer provides are on a cash-only/self-pay basis and that during the term of this Agreement no claims for reimbursement for the Services or the Patient Order shall be submitted on behalf of any patient of the Customer to any third-party payor, including but not limited to any commercial insurance provider, state or federally funded healthcare program.

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5. Adverse Incident Reporting. In the event of Customer becoming aware of any information indicating that any of the medications or Patient Order covered under this Agreement is involved in, or implicated with, any report of death, serious injury or serious risk to health (alleged to have been caused or contributed to by the Product), Customer agrees to bring this to the attention of Company as soon as possible but no later than 48 hours after learning of the event, through notification to Company via email to sales@mediprocollective.com and telephone at 954-866-5654

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6. Notices. All notices or other communications required under this Agreement will be in writing and will be deposited in the United States mail, certified mail, return receipt requested with postage paid, personally delivered, or by Federal Express or other reputable national overnight carrier as follows:


Wellness Supplies Ventures, LLC

4834 NW 2nd Ave., Unit 217

Boca Raton, Florida

33431

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7. Limited Warranty to Customer. The Services provided to the Customer pursuant to this Agreement are on "as-is" basis and any Patient Order received by the Customer's Patient(s) hereunder are not returnable to the Pharmacy(s) for any reason. Notwithstanding the foregoing, in the event that the Patient Order contains manufacturing defects; (ii) the Patient Order was damaged upon
arrival; or (iii) the wrong Patient Order was delivered, at the Company's reasonable discretion the Company will coordinate with the Customer, patient and Pharmacy(s) to have such Patient Order replaced at no additional cost to the Customer or patient.

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a) The warranties in Section 7 shall not apply to any Patient Order that has been modified or altered in any manner by anyone other than the Pharmacy(s), which have been used in any manner other than for which the Patient Order was intended, or to defects caused: (i) through no fault of Company during shipment or other transportation to or from patient; (ii) by the shipment, storage, use, or operation in an application or environment other than that intended or recommended by Company or other than in full compliance with applicable Patient Order specifications, including temperature and humidity requirements; (iii) by negligence or accident; or
(iv) has been damaged by acts of nature, vandalism, burglary, neglect, or misuse.

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b) The entire liability of Company and the Customer's sole and exclusive remedy for breach of the limited warranty set forth in this Section is limited to the replacement of any part of the Patient Order not meeting Company's limited warranty. In no event will Company be liable for any damages arising out of the use or inability to use a Patient Order that is subject to the limited warranty set forth herein or any of the Services provided hereunder. Except as otherwise indicated herein, in no event shall Company be liable for the cost of procurement of substitute goods or for any special, consequential, or incidental damages for breach of warranty.

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c) DISCLAIMER. EXCEPT AS SET FORTH ABOVE IN THE FIRST PARAGRAPH OF THIS SECTION, COMPANY MAKES NO WARRANTIES, EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, RESPECTING THE SERVICES OR ANY PATIENT ORDER. ALL CONDITIONS, WARRANTIES, AND REPRESENTATIONS EXPRESSED OR IMPLIED BY LAW IN RELATION TO THE SERVICES AND/OR PATIENT ORDERS ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. OTHER THAN AS WARRANTED UNDER THIS SECTION, THE SERVICES AND ANY PATIENT ORDER IS PROVIDED "AS IS" AND THERE IS NO WARRANTY THAT THE SERVICES SHALL BE MERCHANTABLE OR FIT FOR ANY PARTICULAR PURPOSE, NOR IS THERE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, EXCEPT SUCH AS IS EXPRESSLY STATED IN THIS SECTION.

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d) EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION, COMPANY SHALL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY PATIENT OF CUSTOMER FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF PRODUCTION OR LOSS OF PROFITS OR CLAIMS OF THIRD PARTIES, RESULTING FROM ANY CAUSE WHATSOEVER INCLUDING, BUT NOT LIMITED TO,

ANY DELAY, ACT, ERROR OR OMISSION. COMPANY'S SOLE LIABILITY TO CUSTOMER FOR ANY CAUSE OF ACTION, WHETHER BASED UPON NEGLIGENCE, CONTRACT OR STRICT LIABILITY, SHALL BE TO REPLACE A PATIENT ORDER THAT DOES NOT CONFORM TO THE SPECIFICATIONS, AS SET FORTH HEREIN, AT THE TIME OF DELIVERY. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY IN CONNECTION WITH THE SERVICES AND ANY PATIENT ORDER SHALL BE LIMITED TO THE PRICE PAID BY CUSTOMER FOR SUCH SERVICES. CUSTOMER HAS ACCEPTED, AND SHALL, IF PERMITTED BY APPLICABLE LAW, CAUSE EACH END-USER OF THE PRODUCT TO ACCEPT THIS LIMITATION OF LIABILITY AS PART OF A BARGAIN WITH RESPECT TO THE PRICING OF THE SERVICES WITH THE UNDERSTANDING THAT THE PRICING WOULD BE HIGHER IF COMPANY WERE REQUIRED TO BEAR LIABILITY IN EXCESS OF THAT STATED HEREIN.

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8. Non-Circumvention. The Customer expressly understands and agrees that the Company has expended valuable time and resources to develop relationships with the Pharmacy(s) and to facilitate the provision of the medications and Patient Order based upon negotiated rates and relationships exclusive to the Company and those Customers it provides the Services to. As such, from the Effective Date and for a period of two (2) years following the date in which the last Purchase Order is executed by the Customer, the Customer and its principals shall not, without the written consent of the Company, circumvent this Agreement by directly or indirectly utilizing or encouraging/influencing its Patients to utilize any of the Pharmacy(s) without the Customer's use of the Services from the Company. Any circumvention in violation of this Agreement may cause the Company irreparable harm, and monetary damages may not be a sufficient remedy for any circumvention. Because the amount of the injury may be difficult to ascertain, Customer agrees that Company shall be entitled, without waiving any other rights or remedies, to such injunctive relief, equitable relief and for such other relief as Company deems appropriate and as may be found proper by an arbitrator, arbitration panel or court of competent jurisdiction. This right of the Company is in addition to the remedies otherwise available to it. Customer's agreement to the terms of this Section 8 is a material inducement for Company to enter into this Agreement, and Company would otherwise not do so. The terms of this Section 8 shall not be construed as to limit or prohibit a patient of the Customer from utilizing a pharmacy or other healthcare provider of their choice independent of any influence by the Customer.

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9. Applicable Law; Rights Cumulative; Dispute Resolution. This Agreement shall be construed in accordance with the laws of the State of Florida. All rights of the Parties hereunder shall be cumulative with all rights which the Parties hereto may have at law or in equity. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules and judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration shall be conducted in Palm Beach County before a single AAA arbitrator selected jointly by the Parties, or if an agreement cannot be reached, designated by the AAA. The Parties waive any and all right to trial by jury in any action arising out of or related to this Agreement. In any dispute arising out of or related to this Agreement, the prevailing Party shall have the right to collect from the other Party its reasonable attorneys' fees and costs and necessary expenditures.


10. Relationship of the Parties. For purposes of this Agreement, each Party is an independent contractor. This Agreement does not create a partnership, association or other business entity. Neither Party has any authority to act for or bind the other.

 

11. Indemnification. Customer agrees to indemnify and hold harmless the Company and its directors, officers, and employees from and against all taxes, claims, losses, damages, liabilities, suits, actions, judgments, costs, and expenses, including reasonable attorneys' fees and other legal expenses (collectively, "Claims"), to the extent that such Claims arise directly or indirectly out of, are in connection with, are caused by, or are related to, third-party Claims relating to the Services or any Patient Order.

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12. Miscellaneous. This Agreement embodies the entire understanding between the Parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the Parties. This Agreement shall not be modified except by a writing duly executed on behalf of the Party against whom such modification is sought to be enforced. The failure of either Party to require performance by the other Party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. Should any part or provision of this Agreement, for any reason, be declared invalid or illegal, such invalidity or illegality shall not affect the validity of any remaining portion, which remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid or illegal portions thereof eliminated. This is a negotiated document; therefore, this Agreement shall not be construed against any Party due to the fact that such Party may be responsible for drafting this Agreement or any portion thereof. The headings to the various sections of this Agreement have been inserted for convenience of reference only and shall not modify, define, limit or expand the express provisions of this Agreement. Either the original or copies, including facsimile transmissions, of this Agreement, may be executed in counterparts, each of which shall be an original as against any Party whose signature appears on such counterpart and all of which together shall constitute one and the same instrument.
 

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SCHEDULE A - SERVICES

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The Company shall provide the following services (the "Services") on behalf of the Customer for each Prescription Transmission and Purchase Order accepted by the Company:

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  • Competitive Rates on Medications:

Through its Pharmacy(s) network, the Company is able to offer Customers with access to negotiated pricing for certain medications for budget optimization, and provides market-aware pricing adjustments.

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  • Secure Receipt and Transmission of Orders:

In conjunction with the Customer submitting the Prescription Transmission, one of the Company's third-party licensed pharmacies (the ("Pharmacy(s)") will dispense and ship the prescribed medication to the Customer's patient(s) (the "Patient(s)"), directly to the Patient's address as indicated by the Customer.

 

  • Pharmacy Logistics and Fulfillment Administration:

Once the prescribed medication is dispensed and shipped directly to the Patient (the "Patient Order"), the Company shall provide reliable systems for service management to the Customer and Patient(s) for purposes of efficient tracking and delivery coordination of the Patient Order.

 

  • Tailored Professional Support:

The Company shall provide personalized assistance and non-clinical guidance to the Customer and Patients, as well as non-clinical training and educational resources.

 

  • Continuous Customer Communication:

The Company shall provide engaging platforms for the Company and Customer for ongoing interaction regarding the Patient Order. The Company shall also provide informative materials for patient empowerment.

 

  • Real-Time Reporting Tools:

The Company shall provide the Company with customized dashboards for reporting of real-time Patient Order data to provide actionable insights for performance management.

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The Parties expressly understand and agree that for the duration of this Agreement the Company shall not provide marketing services of any type on behalf of the Customer.
 

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Contact

For questions or concerns, please contact:
sales@mediprocollective.com

4834 Northwest 2nd Ave, U-217
Boca Raton, FL 33431

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