Terms and Conditions of Sale

Welcome to ODRescue, a program of FFF Enterprises, Inc. (“FFF”), and thank you for your interest in purchasing our products. Our goal is to provide a pleasant purchasing experience, while we strive to deliver quality products. If you have any questions about our ordering process, please call Customer Services at 1-800-843-7477.

These Terms and Conditions of Sale (“Terms of Sale” or “Terms”) apply to any order placed or purchase made through the ODRescue online store (the “Site” or “Store”) and are between you and FFF (“FFF” or “we” or “us” or “our”). In these Terms, “Customer” and “you” refer to the person or entity placing the order. By placing an order for or making a purchase of products at the Site, you agree to be bound by these Terms of Sale and represent and warrant that you have the right, authority, and capacity to enter into these terms with us. If you place an order on behalf of an entity, you further represent that such entity is a valid legal entity in the jurisdiction in which it was formed, and that you have the authority to enter into these terms on behalf of your entity and bind such entity to these terms.

These Terms apply only to the sale of Products. Any website terms of use, platform terms, privacy policy, or SMS/text terms applicable to your use of the Site or any related account features are separate from, and in addition to, these Terms of Sale.

For purposes of these Terms, “Products” include ODRescue-branded or ODRescue-enabled overdose response cabinets/boxes, kits, naloxone products, accessories, replenishments, and any other items offered for sale on the Site.

1. Order Acceptance. You can place an order by the purchase button located in various sections of the Site and adding the Products of your choice to the checkout basket. When placing an order, you will be required to provide us with information such as your name, mailing address, and billing information. You represent and warrant that all such information is accurate, and complete.

After you place an order, you may receive a communication from us acknowledging that we have received your order and/or it is processing (“Order Acknowledgment”). Please note that an Order Acknowledgment does not mean that your order has been accepted. We will confirm our acceptance of your order by sending you a communication that confirms that your order has been processed and/or the purchased Products have been shipped (“Order Acceptance”). Any delivery dates or times provided by us (or a courier) are estimates only and are not guaranteed. Unless otherwise required by law, the risk of loss in the Products you purchase passes to you upon delivery of the Products to you. Personalized or special-order Products may not be cancelled once Order Acceptance occurs and are not eligible for return or exchange, except to the extent required by applicable law or unless expressly authorized by FFF in writing.

2. Order Rejection. At any time prior to Order Acceptance, we reserve the right to decline or reject your order. If this occurs, we will attempt to notify you through email or other reasonable means.

3. Payment. Unless otherwise agreed to by both parties in writing, all orders for products sold on the site (the “Products”) shall be paid by credit card through the site. Customer authorizes FFF to run a preauthorization on Customer’s credit card at the time the order is submitted and to charge (capture) the credit card for the total amount of the order (including applicable taxes, shipping, and handling) when the Products ship (including in the case of partial shipments). FFF may obtain additional or renewed preauthorizations as needed. For personalized or special-order Products, FFF may charge (capture) the credit card for the total amount of the order at the time the order is accepted or otherwise prior to shipment. Prices charged are the prices in effect at the time customer’s order is accepted by FFF. Customer agrees to pay all amounts owed to FFF in full accordance with these Terms. In the event any charge is declined or any amounts owed are not paid when due (including if Customer fails to provide a valid payment method upon request), they will accrue late charges at the rate of 1.5% per month or the maximum rate allowed by law, whichever is the lesser rate. Customer hereby agrees to pay all fees and collection costs including attorneys’ fees, in the event this account is placed for collection.

4. Returns. Credit for returned merchandise will be issued only for items (a) that are pharmaceutical products and (b) that are authorized for return by FFF, in compliance with FFF’s Return Goods Policy (as may be updated from time to time) (“Return Goods Policy”). Non-pharmaceutical products, including supplies, accessories, kits, devices, cabinets, cases, and other non-drug items, are not eligible for return under the Return Goods Policy unless expressly authorized by FFF in writing. Any credit issued by FFF will be in the form of an account credit applied to Customer’s account for use toward future purchases; amounts are not refundable for cash and will not be refunded to any payment card, except to the extent FFF determines otherwise in its sole discretion or as required by applicable law. Customer must report any type or quantity discrepancies within forty-eight (48) hours of delivery. Functional, defect, or installation-related issues (if any) for non-pharmaceutical products that FFF expressly authorizes for return or replacement must be reported within fourteen (14) calendar days of receipt. FFF is not obligated to issue credit or provide replacement for discrepancies not reported within forty-eight (48) hours or for functional/installation-related issues not reported within fourteen (14) calendar days.

5. Limitation of Warranties. FFF warrants that, where applicable, it will acquire the Products from the manufacturer of the Products and the Products, while in the possession of FFF, will be stored and handled in a manner which will not cause the Products to become adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as amended. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED. ALSO, FFF MAKES NO WARRANTY OF NON-INFRINGEMENT.

For the avoidance of doubt, the foregoing warranty relates solely to FFF’s acquisition, storage, and handling of the Products while in FFF’s possession.

5.1 Alerts and Connected Features Disclaimer.

Certain Products may include or be used with connectivity, sensors, software, dashboards, text messages, email notifications, or other alerting or monitoring features (collectively, “Alerts”). FFF DOES NOT WARRANT OR GUARANTEE THAT ALERTS WILL OPERATE WITHOUT INTERRUPTION OR ERROR, OR THAT ALERTS WILL BE TRANSMITTED OR RECEIVED WITHIN ANY PARTICULAR TIMEFRAME. Alerts may be delayed, not delivered, or otherwise impacted by factors outside of FFF’s control, including without limitation internet or cellular outages, carrier or third-party service disruptions, power failures, system maintenance, software updates, customer or user device settings, or other network or environmental conditions. Alerts are provided as a supplemental feature and are not a substitute for appropriate workplace safety protocols, clinical judgment, emergency response procedures, or calling 911 or local emergency services when indicated.

6. LIMITATION ON DIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FFF’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR PRODUCT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO FFF FOR THE AFFECTED PRODUCT(S) GIVING RISE TO THE CLAIM.

7. Disclosure of Discounts and Other Reductions in Price. To the extent applicable to Customer, Customer agrees that the price paid for Products may be subject to discounts or rebates, which must be fully and accurately disclosed and reported in accordance with all federal and state laws, including the requirements of the federal healthcare anti-kickback statute, Section 1128(B)(b) of the Social Security Act (42 U.S.C. §1320a-7b(b)) and its implementing regulations (42 C.F.R. §1001.952(h)). The dollar value of any discounts or other reductions in price provided pursuant to this Agreement are “discounts and other reductions in price” under Section 1128B(b)(3)(A) of the Social Security Act (42 U.S.C. 1320-a-7b(b)(3)(A)) (“Discounts”). Customer understands and agrees that it must fully and accurately account for and report these Discounts in strict accordance with Section 1128B(b)(3) of the Social Security Act (42 U.S.C. § 1320a-7b(b)(3)) and comply in all respects with the implementing regulations contained in 42 C.F.R. § 1001.1 et. seq. Customer agrees that it is aware of its responsibility to disclose fully and accurately all Discounts under this Agreement, and warrants and represents that it shall do so in strict compliance with applicable law.

8. Orders and Shipping: All orders are shipped FOB Destination. FFF will only ship to the address shown on a valid DEA certificate, Registration Permit and/or license as applicable or as otherwise permitted by law, rule or regulation. FFF may ship Products in partial shipments and invoice/charge separately for each shipment. If any Product is unavailable, FFF may (a) cancel the affected item, (b) place it on backorder, or (c) substitute a materially equivalent item with Customer’s consent (which may be provided electronically), and in each case adjust the total amount of the order accordingly.

9. Sales Tax Information: If applicable, Customer will be charged sales or use tax unless and until FFF receives a valid tax-exemption certificate or other documentation acceptable under applicable law. No retroactive credits will be granted for purchases made prior to FFF’s receipt and acceptance of such documentation.

10. Customer’s Representation: Customer’s Representation. Customer represents and warrants that all information provided to FFF in connection with any purchase (including account, checkout, licensure, and tax-exemption information) is current, correct, and complete, and that FFF may rely on such information in fulfilling orders and determining eligibility to purchase certain Products. Customer agrees to notify FFF promptly, in writing, of any material change in such information.

11. Own Use: For pharmaceutical products, Customer represents, warrants, and agrees that Customer is purchasing products from FFF for Customer’s “own use” (as that term is interpreted under applicable law), including for stocking and use in Customer’s operations and programs (including emergency response), and for administration, dispensing, or furnishing by Customer and/or Customer’s authorized personnel or affiliated healthcare providers (if any) in delivering services to individuals, and not for resale. Customer will not sell, distribute, transfer, or divert any such products into commercial channels, except as permitted by applicable law in connection with the foregoing uses. Customer acknowledges that FFF is relying on this representation in making its decision to sell products to Customer.

12. Damages. Except as may otherwise be provided by law, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES RELATED TO THE PRODUCT PURCHASED BY CUSTOMER EVEN IF THE OFFENDING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY UNDER WHICH SUCH DAMAGES ARISE (INCLUDING CONTRACT, TORT, PRODUCT LIABILITY, NEGLIGENCE OR STATUTE). THE FOREGOING DAMAGES THAT ARE EXCLUDED INCLUDE BUT ARE NOT LIMITED TO LOST PROFITS, LOST OPPORTUNITIES, LEGAL FEES, OUT OF POCKET EXPENSES AND RIPPLE EFFECT DAMAGES SUCH AS PERSONNEL EXPENSES ASSOCIATED WITH RESCHEDULING PATIENT APPOINTMENTS OR OTHERWISE SERVICING PATIENTS. If any remedy fails of its essential purpose, the damage, warranty, and remedy exclusions and limitations in these Terms still apply.

Without limiting the foregoing, FFF shall not be liable for any claims arising from or relating to any delay, failure, or inaccuracy of Alerts or the failure of naloxone or other Products to produce a desired clinical result, except to the extent such claim is based on FFF’s breach of its storage/handling warranty in Section 5 or finally determined to have been caused by FFF’s gross negligence or willful misconduct.

13. No Medical or Clinical Guarantee. FFF does not provide medical advice and does not warrant or guarantee any clinical outcome or that use of naloxone or other Products will be effective in any particular situation. Customer acknowledges that overdose response outcomes depend on multiple factors outside of FFF’s control, including timely administration, dose, patient-specific factors, training, emergency escalation, and compliance with labeling and applicable standards of care.

14. Limitation of Liability and Exclusive Remedy. CUSTOMER’S EXCLUSIVE REMEDY FOR ANY LIABILITY OF FFF RELATING TO PRODUCT PURCHASED OR ANYTHING ELSE RELATING TO FFF’s PERFORMANCE (COLLECTIVELY, THE “FFF ITEMS”) SHALL BE, AT FFF’S OPTION, REPAIR, REPLACEMENT, OR AN ACCOUNT CREDIT (OR, IF REQUIRED BY APPLICABLE LAW OR DETERMINED BY FFF IN ITS SOLE DISCRETION, A REFUND TO THE ORIGINAL FORM OF PAYMENT) FOR THE AFFECTED PRODUCT.

15. Data Protection. To the extent that we process any of your personal information for the purposes of any order, purchase or download described in these Terms, FFF will do so in accordance with its Privacy Policy. Any Alerts-related data processing, if applicable, will be governed by the Privacy Policy and any separate SMS/Text terms or platform terms that apply to such features.

16. Force Majeure: FFF shall not be liable for delay or failure of performance due to force majeure, including, but not limited to, strikes, accidents, acts of God, weather conditions, inability to secure labor and/or products, fire, earthquake and rules, regulations or restrictions imposed by any government or governmental agency, or any other causes beyond the commercially reasonable control of FFF. FFF shall not be responsible for any additional costs incurred by customer in securing product from other sources.

17. Compliance with Law. Each party shall comply with all applicable laws, including without limitation, government export control, and privacy and data protection laws. Customer is solely responsible for determining the suitability of Products for Customer’s intended setting and for implementing appropriate overdose response training, policies, and procedures consistent with applicable law and guidance.

18. Indemnification.Customer shall defend, indemnify, and hold harmless FFF and its affiliates and their respective officers, directors, employees, and agents from and against any and all claims, demands, suits, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s or any third party’s storage, handling, administration, or use of the Products after delivery; (ii) Customer’s failure to maintain appropriate training, supervision, inspection, restocking, or expiration controls; (iii) failure to follow manufacturer labeling or applicable law; (iv) any modification, repackaging, or alteration of Products; (v) Customer’s negligence or willful misconduct; and (vi) Customer’s use of Alerts, including enrollment of users/contacts without required consents or with inaccurate or outdated contact information.

Customer shall have no obligation to indemnify FFF for claims to the extent finally determined to have been caused by FFF’s gross negligence or willful misconduct.

19. Governing Law and Venue. These Terms shall be governed by the laws of the State of California, without giving effect to conflicts of law principles. Customer agrees that any action to enforce these Terms may be brought by FFF in the State of California. To the extent of any conflict between these Terms of Sale and any website terms of use or dispute resolution provisions applicable to Site access, these Terms of Sale (including this Section 19) will govern any dispute arising out of or relating to the purchase or sale of Products.

20. No Waiver. A party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.

21. No Third-Party Beneficiaries. These Terms are for the benefit of the parties only and do not create any third-party beneficiary rights.

22. Change in Terms: FFF may change these Terms at any time by posting revised terms on the Site. Any such new terms will be effective as of the date of posting and shall in no event be applicable to sales which concluded prior to the date the new terms are posted. You may not assign these Terms or any of the rights granted hereunder without the prior written consent of FFF, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, these Terms will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

These Terms, together with any order confirmation, invoice, and any applicable Product-specific addenda posted on the Site, constitute the entire agreement between Customer and FFF regarding the purchase of Products through the Site.