Terms of Use: Airix Over (Beta)

Last updated: June 11, 2026

1. Acceptance of these Terms

These Terms of Use (the "Terms") form a legal agreement between you, acting on behalf of a pharmacy or as a licensed healthcare professional (the "User", "you"), and Airix2020 Inc. ("Airix", "we", "us"), operator of the Airix Over platform (the "Platform"). By creating an account or using the Platform, you confirm that you have read, understood and accepted these Terms as well as the Privacy Policy, which forms an integral part of these Terms.

If you do not accept these Terms, do not use the Platform.

2. Description of the service

Airix Over is a business-to-business (B2B) marketplace enabling certified Canadian pharmacies to buy and sell among themselves surplus medications (identified by DIN, lot number and expiry date) and used equipment. The Platform offers direct purchase, negotiated offers, buyer-seller chat, shipping rate comparison and label purchasing.

Airix acts solely as a technology intermediary. Airix is not a party to any transaction, is neither a wholesaler, distributor nor seller of listed products, never takes possession of or title to products, does not set their prices, and does not guarantee their quality, compliance or integrity. Listings, including prices, are visible only to verified Users (licensed healthcare professionals and pharmacies); no listing is accessible to the general public or indexed by search engines, in accordance with the rules governing prescription drug advertising (section C.01.044 of the Food and Drug Regulations).

3. Eligibility

Access to the Platform is strictly reserved for:

• certified pharmacies operating in Canada and holding a valid licence issued by the competent provincial or territorial authority; and
• healthcare professionals holding a valid licence to practise in Canada.

The Platform is not available to the general public, and a notice to this effect is displayed throughout the site. By creating an account, you represent and warrant that the information provided (pharmacy name, provincial licence number, contact details) is accurate and up to date, and you undertake to notify us without delay of any suspension, restriction or revocation of your licence. We reserve the right to verify your status against the public registers of professional regulatory bodies and to suspend any account pending verification.

4. Beta version

The Platform is provided as a beta version. It may contain errors, interruptions or incomplete features. During the beta phase: payment modules operate in simulation mode until production keys are activated (no real payments are processed in that mode), and certain features may be modified or withdrawn without notice. You use the beta version with full knowledge of these limitations.

5. Account and security

You are responsible for the confidentiality of your credentials and for all activity carried out under your account. Each account is specific to one pharmacy or professional; credential sharing is prohibited. Notify us immediately at support@airix.ca of any unauthorized use.

6. Seller obligations

For each listing, the seller represents and warrants:

1. that they hold valid title to the products offered and the right to sell them;
2. that the listing information is accurate and complete: valid DIN of a product authorized in Canada, product name, strength, format, lot number, expiry date, quantity, condition and storage conditions;
3. that the products come from their regular inventory, acquired directly from a manufacturer or a wholesaler holding an establishment licence (or, in Quebec, a recognized wholesaler), and that they can provide proof of purchase and the chain of provenance (pedigree) upon request from Airix or the buyer, within 5 business days;
4. that the products have never been dispensed to a patient or returned by a patient;
5. that the products have been stored at all times in accordance with the manufacturer's requirements and applicable professional standards, including documented maintenance of the cold chain where required;
6. that the products are not expired, recalled, damaged, counterfeit, tampered with, or manufacturer samples;
7. that the sale constitutes an occasional disposal of surplus and not a distribution or wholesale activity, and that it complies with applicable laws and regulations, including the Food and Drugs Act and its regulations, the Controlled Drugs and Substances Act, and the laws, regulations and standards of the professional regulatory body of their province.

These representations are deemed repeated at each concluded transaction.

7. Prohibited products

It is strictly prohibited to list, offer, solicit or sell on the Platform:

• narcotics, controlled drugs (Parts G and J of the Food and Drug Regulations) and targeted substances governed by the Controlled Drugs and Substances Act and its regulations. This prohibition is absolute: the Platform may not be used in any way in connection with these substances, including for matchmaking, solicitation or negotiation, even if the transaction were to be concluded outside the Platform;
• expired, recalled, damaged, counterfeit or tampered products, or products whose integrity cannot be guaranteed;
• medications dispensed to a patient or returned by a patient, whose return to circulation is prohibited;
• biological products (Schedule D of the Food and Drugs Act), including vaccines, blood and blood products;
• radiopharmaceuticals (Schedule C);
• drugs obtained through Health Canada's Special Access Program;
• drugs with a conditional market authorization (NOC/c);
• cannabis, including medical cannabis;
• compounded preparations and products compounded or repackaged in a pharmacy;
• manufacturer samples and any product whose resale is prohibited;
• products requiring a cold chain whose maintenance cannot be documented;
• any product whose sale would contravene a law, regulation or professional standard.

Airix may remove any non-compliant listing and suspend the account concerned, without notice and without liability.

8. Volume limits and wholesale warning

The Platform is intended for the occasional disposal of surplus between pharmacies (management of excess inventory and short-term supply needs), not for distribution activities.

Important warning: under Division 1A of Part C of the Food and Drug Regulations, the sale of prescription drugs other than at retail may constitute "wholesaling" requiring a Drug Establishment Licence (DEL) issued by Health Canada. A pharmacy that resells drugs to other pharmacies in a systematic, frequent or high-volume manner is exposed to being characterized as an unlicensed wholesaler. Some provinces impose additional requirements (including registration as a drug wholesaler in Ontario). Each User is solely responsible for assessing, with legal counsel where appropriate, whether their selling activities require a licence.

To preserve the occasional nature of transactions, Airix may impose volume, frequency or value limits per selling pharmacy, and may suspend any account whose activity profile resembles wholesale distribution.

9. Recalls and traceability

For each transaction, Airix retains the DIN, lot number, expiry date and the identity of the selling and buying pharmacies, for at least one year after the expiry date of the lot concerned, in order to enable the execution of recalls.

In the event of a recall affecting a lot sold through the Platform, the User undertakes to: notify Airix without delay upon becoming aware of the recall; immediately cease any sale of the affected lot; and cooperate in notifying the buyers concerned. Airix may directly notify the buyers of a recalled lot and remove the corresponding listings. Withdrawal and notification obligations under federal recall regulations remain the responsibility of the responsible parties within the meaning of those regulations.

10. Public drug insurance plans warning

Drugs acquired through the Platform do not come from a recognized wholesaler or recognized manufacturer within the meaning of Quebec regulations. In Quebec, only products listed on the Liste des médicaments and purchased through a recognized manufacturer or recognized wholesaler may be billed to the RAMQ. It is the responsibility of each buyer to verify, before purchasing, the applicable billing rules with the relevant public or private plan. Airix makes no representation as to the billability of products acquired on the Platform.

11. Professional and regulatory responsibility

Each User remains solely responsible for the compliance of their transactions with applicable federal and provincial laws and with the standards of their professional regulatory body (including, in Quebec, the Ordre des pharmaciens du Québec). The buyer is responsible for verifying, upon receipt, the condition, integrity and compliance of the products, and for refusing any non-compliant product. The Platform does not replace the professional judgment of the pharmacist.

12. Transactions, offers and pricing

The seller sets its own prices. The buyer may purchase at the listed price or submit a negotiated offer. A transaction is concluded when both buyer and seller have confirmed it on the Platform. Each party undertakes to complete confirmed transactions in good faith.

13. Fees and payments

Service fees are borne by the seller and are deducted from the transaction amount:

• credit card payment (processed by Paysafe): 8% seller fee;
• electronic funds transfer (processed by Plooto): 5% seller fee.

Payments are processed by third-party providers; Airix does not store any credit card data. Fees may be changed upon 30 days' notice. Applicable taxes are added where required. During the beta phase, payments may operate in simulation mode (see section 4).

14. Shipping

The Platform allows rate comparison and label purchasing through third-party providers (ClickShip/Freightcom and ShipStation/ShipEngine). The seller is responsible for compliant packaging, the accuracy of shipping information, and compliance with transport requirements applicable to pharmaceutical products (including the cold chain). Carriage is governed by the carrier's terms; Airix is not liable for loss, delay or damage occurring in transit.

15. Chat and conduct

The chat is intended exclusively for transaction-related communications. The following are prohibited: any illegal, misleading or defamatory content, harassment, transmission of patient information, circumventing the Platform to avoid service fees, and any attempted fraud. Messages may be retained and reviewed in the event of a dispute or investigation, in accordance with the Privacy Policy.

16. Intellectual property

The Platform, its software, trademarks, logos and content belong to Airix or its licensors. You are granted a limited, non-exclusive, non-transferable and revocable licence to use the Platform for its intended purposes. You retain your rights in the content you publish (listings, photos) and grant Airix a licence to host and display it for the purpose of operating the Platform. Drug data comes from Health Canada's Drug Product Database and is provided for informational purposes only.

17. AI assistant

The optional chatbot assistant provides AI-generated answers for informational purposes only. It does not provide pharmaceutical, clinical, legal or regulatory advice and does not replace professional judgment. Verify any important information against official sources.

18. Disclaimer of warranties

The Platform is provided "as is" and "as available", without warranty of any kind, express or implied, to the extent permitted by law, including as to availability, the accuracy of listings published by Users, merchantability or fitness for a particular purpose.

19. Limitation of liability

To the extent permitted by law, Airix's total liability to a User, on any basis whatsoever, is limited to the greater of: the service fees paid by that User to Airix in the 12 months preceding the event, or CAD $500. Airix is not liable for indirect, incidental or consequential damages, loss of profits or data, or the acts or omissions of Users, carriers or payment providers. Nothing in these Terms limits liability that cannot be excluded under applicable law.

20. Indemnification

You agree to indemnify and hold Airix harmless from any claim, loss or expense (including reasonable legal fees) arising from your breach of these Terms, your listings, your transactions or your regulatory non-compliance.

21. Suspension and termination

You may close your account at any time. Airix may suspend or terminate an account, or remove content, in the event of a breach of these Terms, loss or suspension of a licence, suspected fraud or legal requirement. Transactions confirmed before termination must be honoured, and sections 9 (recalls and traceability), 16, 19, 20, 22 and 23 survive termination.

22. Governing law and jurisdiction

These Terms are governed by the laws applicable in the Province of Quebec and the laws of Canada applicable therein. Any dispute falls under the exclusive jurisdiction of the courts of the judicial district of Terrebonne, Quebec, subject to mandatory recourses provided by law.

23. General provisions

These Terms and the Privacy Policy constitute the entire agreement between the parties with respect to the Platform. If any provision is held invalid, the remaining provisions remain in effect. Airix's failure to exercise a right does not constitute a waiver. You may not assign your rights without our written consent. We may amend these Terms upon reasonable notice; continued use after the changes take effect constitutes acceptance.

24. Language

These Terms are available in French and English. In case of discrepancy, the French version shall prevail. Les parties confirment avoir demandé que les présentes Conditions soient rédigées en français et en anglais; en cas de divergence, la version française prévaut.

25. Contact

Airix2020 Inc.

Mirabel, Quebec, Canada

Email: support@airix.ca