Data Portal Online User Agreement
Before proceeding, you must read and agree to this Agreement carefully and completely before using the Caremark, LLC ("Caremark") Data Portal (the "Data Portal") or any information provided through or in connection with the Data Portal or by Caremark or one of its subsidiaries or affiliates. By using the Data Portal, you expressly agree to be bound by this Agreement, by and between you and Caremark ("Caremark," "us" or "we"), which incorporates by this reference any additional terms and conditions posted by Caremark through the Data Portal, or otherwise made available to you by Caremark. The Data Portal is provided for the express purpose described in the contract between Caremark and the Manufacturer you are authorized to represent. You are expected to use the Data Portal and any data it provides in accordance with this purpose. This Agreement does not govern your use of other service offerings provided by Caremark. The information and resources contained on and accessible through the Data Portal are made available by Caremark to certain of its Manufacturers and vendors including the Manufacturer that employs or contracts you ("Manufacturer") subject to your agreement to the terms and conditions of this Agreement as well as the underlying contractual provisions between Caremark and Manufacturer.
By using the Data Portal, you affirm that you are an authorized user of the Data Portal as a representative of Manufacturer.
We may update this Agreement by notifying you of such updates by any reasonable means, including by posting the updated Agreement to the Data Portal. 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 Data Portal following any updates to this Agreement shall constitute notice and acceptance of any such updates.
DATA PORTALS PROVIDED
Caremark directly, or indirectly through an unaffiliated Internet Service Provider (ISP), shall provide you with electronic access, through your computer or other electronic device (collectively "Computer"), to the Information and Data provided on the Data Portal.
ACCESS RESTRICTIONS
Access to the Data Portal is restricted to authorized users only. Authorization is granted by Caremark to authorized employees or designated representatives of the Manufacturers who have entered into a contractual relationship with Caremark in accordance with the Grant of License clause within said contract.
("Credentials") will be provided to you directly by Caremark for your individual use only. Credentials are defined as any combination of your individually assigned username, password, and/or multifactor ("MFA") or secondary ("2FA") authentication method(s). Credentials are used to verify your individual access to the Data Portal. You are responsible for maintaining the confidentiality of the Credentials, and agree not to provide them to any third party including Caremark and Manufacturer. Neither Caremark nor Manufacturer will ever ask you directly for your Credentials, other than username. You are responsible for all statements made and acts or omissions that occur while your Credentials are being used. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your Credentials. You agree to notify Caremark immediately in the event of loss or theft of your Credentials, or if you believe the confidentiality of your Credentials has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Data Portal.
Any use beyond the scope of authorized access, will result in termination of those privileges and may subject the offender to legal penalties.
Caremark reserves the right to revoke your Credentials at any time without prior notice.
PROPRIETARY RIGHTS
Subject to your compliance with this Agreement, Caremark grants to you, solely for so long as you are permitted by us to use the Data Portal, a limited, revocable, non-exclusive, non-transferable license to access, use and display the Data Portal (including any Information, content or other materials generally made available through the Data Portal to users of the Data Portal) solely for Manufacturer's use. No title, rights, or interests in any downloaded materials from the Data Portal are afforded you as a result of such downloading for personal, non-commercial use.
As between you and Caremark, Caremark owns the Data Portal and all the content on the Data Portal, 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 Data Portal and all the content on the Data Portal is subject to trademark, Data Portal mark, copyright, and/or other intellectual property rights held by Caremark and its Manufacturers and vendors. Any trademark or copyright notices may not be deleted or altered in any way. Caremark's trademarks and copyrights may not be used in connection with any products or Data Portals that are not offered by or on behalf of Caremark. 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 Data Portal, 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 Caremark and Manufacturer is strictly prohibited. You agree that you will not send, upload, post, reproduce, transmit or distribute any communication, content or Material of any type through the Data Portal that infringes or violates any rights of any party or violates this Agreement or the underlying agreement between Manufacturer and Caremark.
ELECTRONIC COMMUNICATIONS
When you send emails or other electronic messages to us or in connection with the Data Portal, 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
Caremark may, but is not obligated to, monitor or review (i) any areas on the Data Portal where users transmit or post communications or communicate solely with each other, and/or (ii) the content of any such communications. Caremark, 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 Data Portal any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law is strictly prohibited.
DISCLAIMER OF WARRANTY
Although Caremark reserves the right to correct any errors, omissions, or inaccuracies, we do not represent that the Data Portal will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Data Portal.
CAREMARK AND ITS MANUFACTURERS AND VENDORS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION, CONTENT, DATA PORTALS, FUNCTIONALITY, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE DATA PORTAL, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SUCH INFORMATION, CONTENT, DATA PORTALS, 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 CAREMARK OR ITS MANUFACTURERS OR VENDORS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, MANUFACTURERS, VENDORS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, "CAREMARK 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 DATA PORTAL, WITH THE DELAY OR INABILITY TO USE THE DATA PORTAL, ANY DEFECTS IN THE DATA PORTAL, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, DATA PORTALS, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE DATA PORTAL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Caremark 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 DATA PORTAL MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CAREMARK'S CONTROL. THE OPERATION OF THE DATA PORTAL, WHETHER BY CAREMARK, ITS MANUFACTURERS 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 DATA PORTAL, INCLUDING MATERIALS POSTED OR SUBMITTED TO THE DATA PORTAL.
You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Data Portal would not be provided to you absent such limitations.
INDEMNIFICATION
You hereby agree to indemnify, defend and hold the CAREMARK 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 Data Portal, or any Materials that you submit, post, or transmit through the Data Portal, your use of the Data Portal, your connection to the Data Portal, your violation of this Agreement, or your violation of any rights of another.
CONFIDENTIALITY
You acknowledge that the information located on the Caremark Data Portal are proprietary and confidential information of Caremark and You hereby agree not to share such information with third parties except as authorized by Manufacturer's agreement with Caremark. 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, Manufacturer, and Caremark and its subsidiaries and affiliates. Caremark 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 Data Portals, all transactions through this Data Portal and the Data Portal, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the underlying contractual agreement between Manufacturer and Caremark.
DISPUTE RESOLUTION
All disputes arising out of or related to use of the Data Portal shall be governed by the underlying contractual agreement between Manufacturer and Caremark.
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 Data Portal. Your use of the Data Portal is at your sole risk. If you are dissatisfied with the Data Portal, its content, or any of the terms, conditions, and policies of this Agreement, your sole and exclusive legal remedy is to discontinue using the Data Portal.
If you breach any provision of this Agreement, then you may no longer use the Data Portal.
Caremark 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 Data Portal 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 Data Portal and to any account you may have; and (iv) prohibit you from any future use of the Data Portal; 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 Data Portal (and any unauthorized further use of the Data Portal); (b) any rights or licenses granted to us under this Agreement will survive such termination.
ACCEPTANCE
By clicking "Accept," you acknowledge that you have read, understood, and agreed to be bound by the above terms and conditions.
If you do not agree to these terms, you are not granted access to the Data Portal.
