Last Updated 8/18/2020

  1. Introduction


This User Agreement and all policies and additional terms posted on and in our site, applications, tools and our proprietary SoSRx platform (collectively "Services") set out the terms on which Exchange Health offers you access to and use of our Services. All policies and additional terms posted on and in our Services are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services.


The entity you are contracting with is: Exchange Health LLC, a Michigan Limited Liability Company, having its place of business at 45340 Hanford Road Canton, MI 48187 collectively referred to as "EH," "we," or "us."



  1. About EH and SoSRx


EH, through our proprietary platform SoSRx, is a marketplace that allows users to offer, sell and buy Pharmaceutical Products (as defined below). The actual contract for sale is directly between the Manufacturer and Buyer.

Any guidance we provide as part of our Services, such as pricing, shipping, listing, and sourcing is solely informational and you may decide to follow it or not. Also, while we may help facilitate the resolution of disputes through various programs, EH has no control over and does not guarantee: the existence, quality, safety or legality of the Pharmaceutical Products listed on the SoSRx platform; the truth or accuracy of Manufacturers' content or listings; the ability of Manufacturers to sell Pharmaceutical Products; the ability of Buyers to pay for such Pharmaceutical Products; or that a Manufacturer or Buyer will actually complete a transaction. In addition, EH has given no guarantee that the Pharmaceutical Products have been approved by the Federal Government or any other agency overseeing manufacture or distribution of such Pharmaceutical Product. EH, is not responsible for any alleged damages arising from the use of the Pharmaceutical Product by third party consumers.

  1. Definitions


“Buyer” refers to a party that intends to buy Pharmaceutical Products from Sellers.


“Lawful Transaction” refers to transactions that comply with the applicable federal and state laws, including the federal Food, Drug, and Cosmetic Act (Drug Supply Chain Security Act), Controlled Substances Act, and other federal and state laws, such as state laws requiring licensure of wholesale distributors.


“Manufacturer” refers to a party intending to sell Pharmaceutical Products to Buyers.


“Parties” refers to both Manufacturers and Buyers.


“Pharmaceutical Products” means any product marketed or distributed by the Manufacturer intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in man established through in vitro, in vivo studies and/or clinical end point studies and other adequate scientific evidence.  


“Reserve Price” means the minimum price set by the Manufacturer that must be obtained in the bidding process for a Pharmaceutical Product to be sold to a Buyer.


 “Third party” refers to a party that is not owned by any of the Parties, and by EH.


“Transaction Value” means the sum of the entire monetary amount the Manufacturer charges the Buyer for sale of Pharmaceutical Products, including any shipping and handling, but does not include any applicable taxes. If the Buyer does not make the required payment in full, the Transaction Value shall be defined as the amount that the Buyer promised or owes the Manufacturer for the purchase of Pharmaceutical Products.


  1. SoSRx Function


EH provides Services and the SoSRx platform for the Parties to conduct sales of Pharmaceutical Products.

  1. Manufacturers will list the Pharmaceutical Products for sale exclusively on the SoSRx platform including minimum quantities for purchase, lot # and expiration dating for each Pharmaceutical Product. Manufacturer may also include a price they are willing to sell such Pharmaceutical Product which is known as “Buy Now” feature.
  2. Manufacturer will select which Buyers they would like to participate in the bidding process (“Inclusion List”) and such Buyer shall receive notification through the SoSRx platform that a Pharmaceutical Product is available for purchase through the bidding process on the SoSRx platform.
  3. Manufacturer agrees that while such Pharmaceutical Product is exclusively listed on the SoSRx platform it will not engage in or actively pursue for sale such Pharmaceutical Product.
  4. Buyer will submit an initial bid price (and an option for maximum bid price utilizing an automated process) for a specific Pharmaceutical Product. 
  5. If Buyer is awarded the Pharmaceutical Product based on providing the highest price for such Pharmaceutical Product or purchasing the Pharmaceutical Product through the “Buy Now” feature, the Buyer shall send either an actual Purchase Order or draft Purchase Order (if such sale shall be conducted through an Electronic Data Interchange (EDI)) to the SoSRx platform. EH will then submit the actual or draft Purchase Order, as the case may be, to the Manufacturer on behalf of the Buyer with terms and conditions including but limited to payment terms, ship to location of the Pharmaceutical Products, and other pertinent information. THE PURCHASE ORDER WILL ALSO SPECIFY THAT THE TRANSACTION FOR THE PHARMACEUTICAL PRODUCT IS NON-RETURNABLE and NON-REFUNDABLE.  
  6. Manufacturer will ship the Pharmaceutical Products to Buyer’s location specified in the Purchase Order and will submit an invoice directly to the Buyer with a copy to the SoSRx platform. Manufacturer will be responsible for collecting payment for the Pharmaceutical Products sold to the Buyer. EH shall not be liable or responsible for the collection of payments and will not engage in any dispute that may arise from a transaction.
  7. EH will always strive to provide you the best service it can and shall not be liable or responsible for any disruptions or breakdowns of SoSRx platform, or Services. EH has the right to cancel or suspend the sale process (prior to a transaction being completed) of a Pharmaceutical Product without penalty to the Manufacturer or to EH.
  8. EH reserves the right to terminate any relationship, at any time, under its sole discretion.
  9. In case an error has occurred or information is incorrectly displayed on the SoSRx platform including but not limited to incorrect quantities or price, the Manufacturer or EH reserves the right to revoke a transaction at any time without penalty to the Manufacturer or to EH.



  1. Transaction Fees and Taxes


EH shall collect fees from Manufacturers based on a percentage of transaction.

  1. Manufacturers Obligations and Conditions




  1. Prohibited Acts



  1. Changes to Terms of Service


EH reserves the right to modify this User Agreement at any time, by notifying through any contact information provided by the Parties.


  1. Termination of Services



  1.  Governing Law & Disputes


The State of Michigan law shall govern all terms and conditions in this User Agreement. For any disputes between EH and the Manufacturer, the dispute shall be resolved through binding arbitration rather than litigation in court. The arbitration will be conducted by the American Arbitration Association (AAA) and it will be governed by the AAA’s applicable rules. The Manufacturer agrees to conduct all its dispute resolution proceedings on an individual basis, and not through a class action.


As specified in Section 4, EH is not a party to the transactions between the Parties. In any dispute between the Parties, Manufacturer shall release and hold harmless EH and its owners, agents, representatives and employees from any and all claims and demands for damages, including but not limited to all actual and consequential damages.


  1.  Indemnification


Manufacturer agrees to indemnify, defend and hold harmless EH, including its agents and employees, from and for any disputes, claims, penalties, judgments, and costs resulting from your engagement in any of the Prohibited Acts described in Section 7 or any other violation of this User Agreement.



These terms and conditions will prevail unless a separate agreement is mutually accepted by both parties in writing.