TERMS & CONDITIONS

Important Definitions

1. A. The “Terms” are these Terms and Conditions.

1. B. A “Treating Provider” is the health care provider located in the United States and who is treating the patient.

1. C. A “Foreign Provider” is a health care provider located in a jurisdiction outside of the United States.

1. D. A “Foreign Pharmacy” is a business that lawfully sells medicines that require the order or authorization of a health care provider.

1. E. A “Patient” is an individual located in the United States who is being treated by a Treating Provider.

1. F. The “Platform” is a digital service that facilitates interactions among Foreign Providers, Foreign Pharmacies, and Treating Providers on behalf of their Patients.

1. G. “Users” are the Treating Provider and any individual or entity with whom the Treating Provider communicates, directly or indirectly, through the Platform.

1. H. “Subject Medicines” are the medicines being sought by a Domestic Physician for treatment of his patient.

1. I. “You” refers to the Treating Provider and his/her Patient collectively.

2. About These Terms

1. Each time a Patient gives consent to her/his Treating Provider to access the Platform on the Patient’s behalf, the Patient accepts the Terms and agrees to comply with them. Each time a Treating Provider accesses the Platform (s)he accepts these Terms and agrees to comply with them. If any provision of these Terms is or becomes invalid or unenforceable, then You will still be bound by all the other provisions of these Terms.

3. Who Are We

1. We are the Global Provider Alliance Corporation (“GPAC”), and we own and operate the Platform. We are a not-for-profit corporation formed and existing pursuant to Florida Statutes.

4. Our Platform

1. We created the Platform in response to health care providers’ and patients’ desire to expand treatment options by considering medicines that are not available in the United States. The Platform facilitates consultations between Treating Providers and Foreign Providers located in a jurisdiction where the Subject Medicines are available. If the Providers agree that the Subject Medicine is appropriate for the Patient, then the Providers can use the Platform to communicate with the Foreign Pharmacy and arrange for the medicine to be ordered, purchased, and shipped.
2. The Platform supports information sharing and transactions among its Users through HIPAA compliant protocols, an integrated third-party payment processor, and need-to-know network protocols.

5. Login Credentials.

1. Your login credentials will be unique to You. You are responsible for preventing unauthorized disclosure and use of Your login credentials. You must inform us of any unauthorized use or disclosure of Your login credentials.

6. Importation for Personal Use.

1. The Subject Medicines are regulated by the United States Food and Drug Administration (“FDA”) and are subject to the Federal Food, Drug and Cosmetic Act (“FFDCA”). The FFDCA effectively bans the importation of the Subject Medicines; however, the FDA has a policy of allowing the importation of medicines if they are for the Patient’s “Personal Use.” A handful of requirements must be met in order for an importation to be considered for the Patient’s “Personal Use.”
2. We’ve tried to implement protocols that conform with the requirements of the Personal Use exception. Many of those protocols are included in these Terms. Despite our efforts we give no assurance and make no promise that a transaction facilitated through the Platform will qualify for the Personal Use exception. When You use the Platform, You do so at Your own risk.
3. GPAC is not the importer of the Subject Medicines. GPAC created and maintains a platform that facilitates communication among parties who wish to explore, purchase, and sell Subject Medicines. GPAC is not one of those parties.
4. By accepting these Terms: (A) You agree that use of the Platform does not guarantee compliance with the Personal Use exception, and you understand that medicines purchased through the Platform may be denied entry into the United States; and (B) You agree that GPAC is not the importer of Subject Medicines purchased through the Platform.

Warning Letters and Subpoenas.

1. From time to time the FDA and a related agency known as the Center for Drug Evaluation and Research (“CDER”) issue warning letters to companies or individuals involved with the purchase, sale, and/or marketing of FDA-regulated substances such as the Subject Medicines. If we ever receive a warning letter about You, then we will forward a copies of that letter to You as soon as possible. Likewise, if You ever receive a warning letter about the Platform or GPAC, you must forward us a copy of that letter as soon as possible.
2. From time-to-time businesses and individuals receive subpoenas. In the event that either You or we receive a subpoena related to the Platform or to a transaction facilitated through the Platform, the party receiving the subpoena will forward a copy of it to the other party as soon as possible.

8. Provider as Agent of the Patient.

1. Each time the Treating Provider accesses the platform (s)he does so on behalf of one patient.
2. Prior to accessing the Platform, the Treating Provider must request and receive authority from the Patient to access the Platform on the Patient's behalf for the purpose of arranging for a consultation with a Foreign Provider and, if medically appropriate, purchasing and arranging for a Foreign Pharmacy to ship the Subject Medicines to the Patient care of the Physician's office. As part of that consent, the Treating Provider will request authorization to share the Patient’s protected health information with a Foreign Provider and a Foreign Pharmacy.
3. The Treating Provider will pass all costs related to accessing the Platform on to the Patient without mark-up. Those costs include fees for accessing the Platform, consulting with a Foreign Provider, purchasing and shipping the Subject Medicine.
4. All Subject Medicines purchased by the Treating Provider as the Patient's agent shall be shipped to the Patient care of the Treating Provider who will retain custody of the Subject Medicines until (s)he administers them to the patient.

9. Representations & Warranties – Treating Provider

The Treating Provider represents promises that the following will be true at all times that (s)he accesses the Platform:

1. A. (S)he is duly licensed and authorized to render professional health care services in the state in which (s)he practices and her treatment of the Patient, including the actions (s)he takes through the Platform, are within the scope of his/her license and authority.
2. B. (S)he has obtained the Patient’s informed consent to access the Platform on the Patient’s behalf and, if medically appropriate, to purchase the Subject Medicines and arrange for them to be shipped to the Patient care of the Treating Provider.
3. C. (S)he has sufficient resources to accept financial responsibility for his/her negligent acts or omissions relating to the Subject Medicines sufficient to meet the requirements of the state in which (s)he is licensed to render health care services.
4. D. (S)he will only arrange for the purchase and shipping of Subject Medicines that are prescribed for and will be used to treat her Patient for a serious condition.
5. E. (S)he will only arrange for the purchase and shipping of Subject Medicines in quantities that are appropriate for the Patient’s personal use, and which will not exceed a 90-day supply.
6. F. Each purchase of Subject Medicine will be made on behalf of, and will be used by, a specific patient whom (s)he treats. (S)he will only arrange for the Subject Medicine to be ordered from a pharmacy located outside of the United States if the Subject Medicines are not available domestically. The Subject Medicines will not be resold or the subject of any other commercial activity after they are delivered in the United States.
7. G. Her/his practice will accept delivery of the Subject Medicines on the Patient’s behalf and maintain possession of the medicines until they are administered to the Patient.
8. H. (S)he has not and will not sell or facilitate the sale of the Subject Medicines to any individual other than the Patient for whom they were ordered.
9. I. Other than arranging for her/his Patients to purchase the Subject Medicines, (s)he has not and will not promote the distribution of the Subject Medicines in the United States.

10. Representations & Warranties – The Patient

The Patient represents and promises that the following will be true at all times that the Treating Provider accesses the Platform on the Patient’s behalf:

1. A. Based on information given to her/him by his Treating Provider, the Patient believes that (s)he suffers from a serious condition for which effective treatment may not be available in the United States.
2. B. He has not and will sell the Subject Medicines to any person or legal entity.
3. C. He has not and will not promote the distribution of the Subject Medicines in the United States.
4. D. Based on information given to him by his Treating Provider, the Patient believes that the Subject Medicines are not considered to pose an unreasonable risk to the Patient.

11. Attestations.

1. Every time You purchase Subject Medicines, the Treating Provider and the Patient must make and sign written attestations. These attestations are required if the transaction is to qualify for the Personal Use exception. These attestations are very similar to the Representations and Warranties set forth above in Section 9 (for the Treating Provider) and Section 10 (for the Patient). Forms that will assist you to make your attestations will be made available to You through the Platform.

12. No Warranty.

1. Although we take care in operating the Platform, we cannot promise that transactions facilitated by the Platform will qualify for the Personal Use exception or that Platform Users will perform as expected. In addition, we cannot make any promises with respect to any aspect of the  Subject Medicines.
2. GPAC, THE FOREIGN PROVIDERS, AND THE FOREIGN PHARMACIES DO NOT MAKE, AND HEREBY DISCLAIM, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND LEGALITY.
3. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO ACCESS THE PLATFORM AND PURCHASE THE SUBJECT MEDICINES WAS NOT MADE IN RELIANCE ON ANY PROMISE OR GUARANTEE MADE BY GPAC, ITS EMPLOYEES, CONTRACTORS, DIRECTORS, OR SHAREHOLDERS.
4. You use the Platform at Your own risk.

13. Indemnification.

1. To the fullest extent of the law, the Treating Provider and the Patient shall, jointly and severally, indemnify and hold harmless GPAC, its employees, contractors, directors and shareholders from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities arising out of, resulting from, or in connection with the Treating Provider’s use of the Platform on the Patient’s behalf.

14. Resolving Disputes.

1. If a dispute arises out of or relates to any matter covered by these Terms or to the Platform’s operation, and if the parties cannot settle the dispute through negotiation, the parties agree to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures.
2. If the parties cannot settle the dispute through negotiation or mediation, then the dispute shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
3. All mediation and arbitration proceedings will be conducted in Volusia County, Florida. These Terms will be governed by and interpreted under Florida law without giving effect to principles of conflicts or choice of law. The parties hereby waive all objections to venue and choice of law.

15. Notices.

1. All notices sent in relation to these Terms and Conditions or the Platform must be sent to the Patient, her/his Treating Provider, and to GPAC. Notices may be sent by email or by United States Mail. If sent by email, the sender must request delivery and read receipts. The email notice will be considered to have been given on the date of the read receipt. If notice is sent by United States Mail, the sender must send the notice Certified with Return Receipt Requested. The U.S. Mail notice will be considered to have been given on the date reflected by the Return Receipt.
2. For purposes of notice, GPAC’s addresses are:

For the purpose of notice, the Patient’s and Treating Provider’s mailing and email address will be the addresses on file with GPAC.