Effective Date: August 10, 2020
Please read this Agreement carefully and completely before using www.cvssuppliers.com/cvs-launch (collectively, the "Site") or any services or information provided through or in connection with the Site or by CVS Pharmacy, Inc. or one of its subsidiaries or affiliates (together with the Site, collectively, the "Service"). By clicking "I Accept" to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement, by and between you and CVS Pharmacy, Inc. ("CVS," "us" or "we"), which incorporates by this reference any additional terms and conditions posted by CVS through the Site, or otherwise made available to you by CVS (including on cvssuppliers.com). This Agreement does not govern your use of other sites or apps (including services on other sites or apps) operated by CVS. The information and resources contained on and accessible through the Service are made available by CVS to certain potential suppliers and vendors including the potential supplier that employs or contracts you (“Your Company”) subject to your agreement to the terms and conditions of this Agreement.
By using the Service, you affirm that you are of legal age to enter into this Agreement and are an authorized user of the Service as a representative from Your Company.
We may update this Agreement by notifying you of such updates by any reasonable means, including by posting the updated Agreement to the Site. Any changes in updating this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the updated Agreement, or otherwise notified you of such updated Agreement. The "Last Updated" legend above indicates when this Agreement was last changed. You should periodically review this page to determine if this Agreement has been updated. Your continued use of the Service following any updates to this Agreement shall constitute notice and acceptance of any such updates.
SERVICES PROVIDED
CVS directly, or indirectly through an unaffiliated Internet service provider, shall provide you with electronic access, through your computer or other electronic device (collectively "Computer"), to the Information and Services provided on the Site.
ACCESS CODES
As part of your registration process you may be asked to select a user name ("Name") and/or password ("Password"), or a user name and/or password may be created for you (the Name and Password are hereafter referred to as "Access Codes"). The Access Codes are for your personal use only. You are responsible for maintaining the confidentiality of the Access Codes, and agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your Access Codes are being used. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your Access Codes. You agree to notify CVS immediately in the event of loss or theft of your Access Codes, or if you believe the confidentiality of your Access Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Service. CVS reserves the right to revoke your Access Codes at any time without prior notice.
PROPRIETARY RIGHTS
Subject to your compliance with this Agreement, CVS grants to you, solely for so long as you are permitted by us to use the Service, a limited, revocable, non-exclusive, non-transferable license to access, use and display the Service (including any Information, content or other materials generally made available through the Service to users of the Service) solely for Your Company’s use. No title, rights, or interests in any downloaded materials from the Service are afforded you as a result of such downloading for personal, non-commercial use.
As between you and CVS, CVS owns the Service and all the content on the Service, including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of this material. The Service and all the content on the Service is subject to trademark, service mark, copyright, and/or other intellectual property rights held by CVS and its suppliers and vendors. Any trademark or copyright notices may not be deleted or altered in any way. CVS's trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of CVS. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.
Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting, creating derivative works of any content available through the Service, or posting this content or selected portions of this content in any manner on any network computer, broadcast media, or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of CVS is strictly prohibited. You hereby agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit for any commercial purposes any portion of the Service, use of the Service, or access to the Service, or to collect any information about Site visitors or users of the Service, or otherwise systematically download and store Service content. You agree that you will not send, upload, post, reproduce, transmit or distribute any communication, content or Material of any type through the Service or otherwise to CVS that infringes or violates any rights of any party or violates this Agreement.
For purposes of this Agreement, “Materials” includes user IDs, email addresses, passwords, comments, photographs, images, graphics, text and data and any other forms of materials or information submitted by you through or otherwise in connection with the Service, regardless of whether such information is posted publicly or with password protection.
If you submit or otherwise provide to CVS any communications, content or Material, including, without limitation, any personal or commercial information, idea, concept or invention, you hereby (a) represent and warrant that you are the sole author and owner of the intellectual property and other rights to the communications, content, or Material, or you have a lawful right to submit the communications, content, or Material; (b) irrevocably grant to CVS an unrestricted, worldwide, perpetual, sublicensable (through multiple tiers), royalty-free license to use, reproduce, display publicly, perform, publish, transmit, distribute and otherwise exploit such Materials in any medium and for any purpose; (c), and you further agree that CVS is free to use any ideas, concepts or know-how that you or individuals acting on your behalf provide CVS in accordance with the foregoing license grant; and (d) represent and warrant that the Material does not, and as to CVS’s permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding Materials, ideas, concepts or know-how provided to CVS that you may have under any applicable law under any legal theory.
ELECTRONIC COMMUNICATIONS
When you send emails or other electronic messages to us or in connection with the Service, you are communicating with us electronically and consent to our review and analysis of such messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
PROHIBITED COMMUNICATIONS
CVS may, but is not obligated to, monitor or review (i) any areas on the Site where users transmit or post communications or communicate solely with each other, and/or (ii) the content of any such communications. CVS, however, has no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. The posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law is strictly prohibited.
DISCLAIMER OF WARRANTY
Although CVS reserves the right to correct any errors, omissions, or inaccuracies, we do not represent that the Service will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Service.
CVS AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION, CONTENT, SERVICES, FUNCTIONALITY, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, MERCHANDISE, MATERIALS, FUNCTIONALITY AND OTHER RESOURCES ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CVS OR ITS SUPPLIERS OR VENDORS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, "CVS PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, ANY DEFECTS IN THE SERVICE, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CVS shall not be liable in any way to you or anyone else who may use the information or content or to whom the information or content may be furnished, for any delays, inaccuracies, unavailability, errors, or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasioned thereby.
THE OPERATION OF THE SERVICE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CVS'S CONTROL. THE OPERATION OF THE SERVICE, WHETHER BY CVS, ITS SUPPLIERS OR ITS VENDORS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO MATERIALS YOU MAY USE OR ALLOW OTHER PERSONS TO USE IN CONNECTION WITH THE SERVICE, INCLUDING MATERIALS POSTED OR SUBMITTED TO THE SERVICE.
You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Service would not be provided to you absent such limitations.
INDEMNIFICATION
You hereby agree to indemnify, defend and hold the CVS Parties harmless from any liability, loss, claim, and expense (including reasonable attorneys' fees) related to or arising out of your use of the content on the Service, or any Materials that you submit, post, or transmit through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.
CONFIDENTIALITY
You acknowledge that the information located on the Site are proprietary and confidential information of CVS and You hereby agree not to share such information with third parties except as authorized in writing by CVS. This information is Confidential Information and is subject to any confidentiality terms and any other relevant contractual obligations related to confidential and proprietary information contained in any and all agreements between you, your Company, and CVS and its subsidiaries and affiliates. CVS may disclose user Information (a) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or official requesting such information.
GOVERNING LAW AND JURISDICTION.
This Agreement, your use of the Information and Services, all transactions through this Site and the Service, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the laws of the State of New York, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.
TERMINATION
This Agreement is effective until terminated by either party. If you no longer agree to be bound by this Agreement, you must cease your use of the Service. Your use of the Service is at your sole risk. If you are dissatisfied with the Service, its content, or any of the terms, conditions, and policies of this Agreement, your sole and exclusive legal remedy is to discontinue using the Service.
If you breach any provision of this Agreement, then you may no longer use the Service.
CVS may at any time and for any reason, with or without cause, and in their sole discretion, immediately: (i) suspend or terminate (in whole or in part) your authorization to use the Service and any membership and account you may have; (ii) suspend or terminate and permanently delete and destroy any user ID, password, URL, IP address or domain name; (iii) restrict access to the Materials posted or submitted to the Service and to any account you may have; and (iv) prohibit you from any future use of the Service; all without any prior notice or liability to you or any other person.
If this Agreement is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you in respect of your prior use of the Service (and any unauthorized further use of the Service); (b) any rights or licenses granted to us under this Agreement will survive such termination.
FORWARD-LOOKING STATEMENTS
The Service may contain or make available forward-looking statements within the meaning of the federal securities laws. In addition, CVS Health Corporation and its subsidiaries, including CVS (collectively, “CVS Group”), and its and their representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in CVS Health Corporation’s filings with the U.S. Securities and Exchange Commission (“SEC”) and in the CVS Group’s reports to stockholders, press releases, webcasts, conference calls, meetings and other communications. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “project,” “anticipate,” “will,” “should” and similar expressions identify statements that constitute forward-looking statements. All statements addressing operating performance of CVS Health Corporation or any subsidiary, events or developments that the CVS Group expects or anticipates will occur in the future, as well as statements expressing optimism or pessimism about future operating results or events, are forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The CVS Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in CVS Health Corporation’s SEC filings, including those set forth in the Risk Factors section of CVS Health Corporation’s current Form 10-K filed with the SEC. There can be no assurance that CVS Health Corporation has correctly identified and appropriately assessed all factors affecting its business. Additional risks and uncertainties not presently known to CVS Health Corporation or that it currently believes to be immaterial also may adversely impact the CVS Group. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the CVS Group’s business, financial condition and results of operations. For these reasons, you are cautioned not to place undue reliance on the CVS Group’s forward-looking statements.