Terms of use

1. User Access to Services and License. These Terms form a legally binding agreement between
Grapevine and User. These Terms govern User’s use of the Grapevine Platform and any
services available therein or as may be further described by these Terms, including, without
limitation, any services that enable, allow, or facilitate Users to: (a) manage the end-to-end
supply chain and logistics processes; and (b) connect and interact with other Users and/or Vendors and facilitate the automation of User/Vendor Transactions (defined below) (the
“Services”). Subject to these Terms, Grapevine shall make the Services available to User via
the Grapevine Platform. Grapevine reserves the right to suspend User’s access to the
Grapevine Platform and Services at any time User is in breach of these Terms or has threatened
to breach these Terms. These Terms may be changed, modified, amended, supplemented, or
otherwise updated from time to time by Grapevine without advance notice to User. By
continuing to use the Services, User agrees to be bound by any such updated Terms.
Grapevine, in its sole discretion, has the option, but not the obligation, to provide notice of any
update to these Terms by means of an alert, banner, or notification displayed within the
Services or the Grapevine Platform or by sending an email to the email address of User
provided to Grapevine. The Services and the Grapevine Platform and any features,
information, or content available therein, may be changed, withdrawn, or terminated at any
time in our sole discretion without notice to User. We will not be liable if, for any reason, all
or any part of the Services or the Grapevine Platform is restricted or unavailable at any time or
for any period. Subject to these Terms, Grapevine grants to User a non-exclusive and limited
right to access, view, and use Grapevine Data solely in connection with the Grapevine Platform
and User’s internal business operations as a Provider, but specifically excludes any sale, re-
sale, or commercial use of the Services or the products acquired through User’s use of the
Services or the Grapevine Platform. User may not publicly display, sell, lease, license or
otherwise share any Grapevine Data with any third party. There are no implied licenses granted
by Grapevine pursuant to these Terms. Any unauthorized use of Grapevine Data or use thereof
otherwise not in compliance with these Terms will result in immediate termination of the rights
granted herein.

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2. Agency Agreement. In order to facilitate User’s purchases from Vendors, User hereby
appoints Grapevine as its purchasing agent to procure Products from such Vendors specified
by User. Grapevine hereby accepts the appointment as purchasing agent of User with respect
to the Products of such specified Vendors and agrees to procure Products from such Vendors
on behalf of User. Grapevine shall only use Product Data received from or on behalf of User
for such User’s own account, except to the extent that any such Product Data constitutes
Grapevine Data. User shall look solely to the Vendor for any associated warranties with
respect to Products, and Grapevine shall have no liability for the condition or fitness of any of
the Products purchased on behalf of User. Grapevine shall not be deemed the vendor of the
Products for any purpose. Additionally, Grapevine shall not be responsible or liable for the
unavailability of any Products or the failure of any manufacturer or vendor to timely deliver
any Products. On behalf of User, Grapevine shall use commercially reasonable efforts to:

1. As requested by User through the Grapevine Platform, acquire reasonably available
   Product Data about the Products that User wishes to purchase, including, but not limited
   to, product descriptions, SKUs, price data, available quantities, and estimated delivery
   timelines, as necessary and appropriate;

2. Submit orders for Products to Vendors only on the explicit instructions of User made
   through the Grapevine Platform; and

3. Inform Vendors that the entity purchasing the Products is User and not Grapevine, and
   Grapevine shall ensure that any invoices for Products indicates that User is the
   purchaser.

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3. Product Data; License. As User’s purchasing agent, Grapevine may establish accounts with
Vendors on behalf of and in the name of User and to utilize any of User’s rights granted to
User by such Vendors pursuant to any license, terms of use and/or service, or otherwise to
access such Vendor data to populate the Grapevine Platform with Product Data accessible only
to User. User hereby grants to Grapevine a non-exclusive, worldwide, transferable, perpetual,
fully paid-up, and royalty-free license to use, reproduce, modify, create derivative works from,
create compilations with, publish, share, sell, distribute, display and transmit Product Data for
Grapevine’s business purposes, which includes the right to aggregate, de-identify, summarize,
compare, and/or generalize Product Data, including with that data of other Providers or any
other relevant data, to create or so that it constitutes Grapevine Data. User acknowledges that
Grapevine shall have the right to make Grapevine Data available to Vendors and other Users
and Providers and in connection with the Services and the Grapevine Platform.

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4. User/Supplier Transactions; User and Other User Interactions. All transactions between
User and Vendors, including purchases of medical supplies by User, originating out of, arising
from, or otherwise related to the Grapevine Platform (“User/Vendor Transactions”) shall be
in the name of, and between, User, on the one hand, and the respective Vendor, on the other
hand. Grapevine shall not be a party to any User/Vendor Transaction and shall not have any
liability with respect to any User/Vendor Transaction. Grapevine does not take title to or
assume any obligation or liability for any item, product, supply, or service purchased by User
or for any other obligation of either User or Vendor under or related to a User/Vendor
Transaction. User shall have the right to purchase supplies and services from vendors other
than those utilizing the Grapevine Platform. The Services and the Grapevine Platform may
provide the ability for User to interact with other Users, Vendors and/or other users. By using
the Services and the Grapevine Platform, User acknowledge that it is solely responsible for its
interactions with other Users, Vendors or other users. User acknowledges that Grapevine does
not attempt to verify the identity of any user or visitor of the Grapevine Platform or use of the
Services. In addition, Grapevine does not attempt to verify the veracity of any message, claim,
communication, or Product Data by any User and/or other users of the Grapevine Platform or
the Services. User is solely responsible for taking any precautions it deems necessary or proper
in all interactions with other Users and/or non-registered users, particularly if User decides to
communicate off the Grapevine Platform or outside of the Services.

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5. PHI. User warrants to Grapevine and shall ensure that no Product Data contains Protected
Health Information (“PHI”), as defined under the Health Insurance Portability and
Accountability Act of 1996, as it may be amended, including all regulations promulgated
thereunder (“HIPAA”).

 

6. Prohibited Uses. Except as otherwise expressly permitted under these Terms, in connection
with User’s use of the Grapevine Platform or the Services, User agree that it will not:

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a. use the Services (or any portion of the Services) in excess of or beyond the restrictions or
limitations described in in these Terms

b. make the Services available to anyone other than User’s authorized employees and
contractors, or sell, rent or lease access to or use of the Services for the benefit of any third
party in a service bureau or outsourcing capacity;

c. intentionally interfere with or disrupt the integrity or performance of the Services or third-
party data contained therein;

d. Upload or transmit any message, information, data, text, software, or images, including,
without limitation, any Product Data, that is unlawful, harmful, threatening, abusive,
harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or
that may invade another’s right of privacy or publicity;

e. Create a false identity for the purpose of misleading others or impersonate any person or
entity, including, without limitation, any Grapevine representative, or falsely state or
otherwise misrepresent User’s affiliation with a person or entity;

f. Upload or transmit (including with respect to Grapevine as User’s purchasing agent) any
material, including, without limitation, any Product Data, that User does not have a right
to reproduce, display or transmit under any law or under contractual or fiduciary
relationships (such as nondisclosure agreements and terms or use/service or privacy
policies);

g. Except for User’s Product Data, release, publish, and/or otherwise make available to any
third party (other than User’s authorized employees and contractors) any data, information,
communications, screen-shots, materials or Confidential Information (defined below)
obtained through or related to User’s use of the Services without the prior written approval
of Grapevine; (g) alter or remove any proprietary notices or legends contained on or in the
Services;

h. Upload or transmit any files or material, including, without limitation, any Product Data,
that contains viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or
any other similar software or programs that may damage the operation of the Grapevine
Platform, the Services, another’s computer, or property of another;

i. Upload or transmit any files or material, the possession or transmission of which would
violate any applicable federal, state, local, or international laws, statutes, ordinances, rules,
regulations, or court orders by any governmental authority, department, or agency thereof,
including, without limitation, any court of competent jurisdiction or any agency
(“Applicable Laws”);

j. Delete any author attributions, legal notices, or proprietary designations or labels that you
upload to any communication feature;

k. Violate any Applicable Laws;

l. use the Services in any manner or functionality that is known to be infringing, libelous, or
otherwise unlawful or tortious, or to store or transmit material or communications that is known to be inaccurate or in violation of third-party privacy, proprietary or other rights or
that infringes or misappropriates the Intellectual Property Rights of any third party;

m. Delete or revise any material posted by any other person or entity;

n. Manipulate or otherwise display the Grapevine Platform by using framing, mirroring, or
similar navigational technology or create internet “links” to the Grapevine Platform;

o. Probe, scan, test the vulnerability of or breach the authentication measures of, the
Grapevine Platform, the Services, or any related networks or systems;

p. Register, subscribe, or unsubscribe or attempt to register, subscribe, or unsubscribe, any
individual or entity for any Services without express authorization from such individual or
entity;

q. modify, create derivative works based upon, reverse engineer or decompile, decrypt,
disassemble the Services (or any portion thereof), except and only to the extent any
foregoing restriction is prohibited by Applicable Law;

r. Harvest or otherwise collect information about others, including e-mail addresses; or

s. Use any robot, spider, scraper, or other automated or manual means to access, retrieve,
index, data mine, or in any way reproduce or circumvent the navigational structure or
presentation of the Grapevine Platform, or copy any content or information on the
Grapevine Platform or the Services.

Grapevine reserves the right to take whatever lawful actions it may deem appropriate in
response to actual or suspected violations of the foregoing, including, without limitation, the
suspension or termination of User’s access and/or its account (including, without limitation,
any User account which you may have created). User acknowledges that Grapevine engages
third party vendors to host the Grapevine Platform and may change such vendors from time to
time. User shall at all times use the Grapevine Platform in accordance with such vendors’
acceptable use policy as may be made available by Grapevine to User from time to time
(“AUP”), and the AUP is incorporated into these Terms in its entirety as if fully set forth
herein. As of the date of these Terms, Grapevine’s hosting provider is [Amazon Web
Services], and User shall comply with [AWS’s] AUP found at [https://aws.amazon.com/aup/.]
User acknowledges that the current vendor’s AUP may change from time to time, and that it
is User’s responsibility to check the current vendor’s AUP regularly to ensure its continued
compliance. Grapevine may cooperate with legal authorities and/or third parties in the
investigation of any suspected or alleged crime or civil wrong. Except as may be expressly
limited by our Privacy Policy and incorporated into these Terms by this reference, Grapevine
reserves the right at all times to disclose any information as Grapevine deems necessary to
satisfy Applicable Laws, or to edit, refuse to post or to remove any information or materials,
in whole or in part, in Grapevine's sole discretion.

7. Links to Third-Party Sites. The Grapevine may contain links to certain third-party sites.
These sites are not under the control of Grapevine. In addition, third-party sites may contain
links to the Grapevine Platform. Grapevine is not responsible or liable for, and makes no representations or warranties concerning, the content or material of any such third-party sites.
The fact that the Grapevine or the Services contain a link to any third-party site, or that a third-
party site has provided a link to the Grapevine Platform, does not constitute an endorsement,
authorization, sponsorship, or affiliation between Grapevine and such third-party site’s
owners, operators, or maintainers. User acknowledges that any services, content, material, or
information provided through such third-party sites are accessed at its own risk. Grapevine is
not responsible or liable for, and makes no representations or warranties with respect to, any
particular information, software, products, services, or content found on any linked third-party
sites, including, without limitation, the appropriateness of any products, services, or
transactions described therein.

8. Registration, User Responsibilities, and Security.

a. Registration. In order to access and use the Grapevine Platform and the Services and
become a User, User may be required to provide certain personally identifiable
information, including names, addresses, payment information, and other sensitive
information, the use of which is governed by our Privacy Policy. User agrees that any
information provided by it is accurate, current, and complete and will be kept accurate,
current, and complete when using the Grapevine Platform and the Services. User
acknowledges that any outdated, incomplete, or inaccurate information provided by it may
adversely affect the performance of the Services. Grapevine may suspend, revoke, or
terminate your access to the Services (including your User status) for any reason or no
reason at any time in Grapevine’s sole discretion without prior notice to User. Any
username, password, or any other piece of information chosen by User, or provided to User
as part of our security procedures, must be treated as confidential, and User must not
disclose it to any other person or entity other than User’s employees and representatives
with a need to know. User must exercise caution when accessing its account from a public
or shared computer so that others are not able to view or record your password, personal
information, the Grapevine Platform, or Grapevine Data, or Product Data. User
understands and agrees that if it is provided an account, it is account is personal to User,
and User agrees not to provide any other person with access to the Services or portions
thereof using User’s username, password, or other security information other than User’s
employees and representatives with a need to know. User agrees to notify us immediately
by email at support@go-grapevine.com of any unauthorized access to or use of its
username or password or any other breach of security. User is responsible for any password
misuse or any unauthorized access.

b. Additional User Responsibilities. User shall: (a) be responsible and liable for any action
or inaction of User and its employees and contractors which is in violation of these Terms;
(b) be solely responsible for the means by which User (and its employees and contractors)
acquire, upload, transmit and process any data, communications, information, materials or
Confidential Information (as defined herein) from or through the Services; (c) be solely
responsible for all activity conducted under User’s account or with the credentials assigned
to User; (d) be solely responsible for the security of the passwords used by User to access
its account or the Grapevine Platform; (e) use commercially reasonable efforts to prevent
unauthorized access to or use of the Services; (f) use the Services only in accordance with
the terms of these Terms and Applicable Laws and government regulations, the Privacy Policy, and any documentation provided by Grapevine in writing or via the Services, all of
which are incorporated herein by reference and made a part of these Terms; and (g) be
responsible for obtaining and maintaining appropriate equipment and ancillary services
needed to connect to, access or otherwise use the Services, including, without limitation,
computers, computer operating system and web browser.

c. Security. The security of User’s personal information is very important to Grapevine. The
safety and security of your information also depends on User. Unfortunately, the
transmission of information via the Internet is not completely secure. Grapevine cannot
guarantee the security of personal information User transmits when using the Grapevine
Platform or the Services. Any transmission of personal information is at User’s own risk.

9. Fees. Users may be required to pay certain fees (“Fees”) in connection with the use of all or
certain portions of the Services and the Grapevine Platform. The Services are free to use at
this time. Grapevine may charge fees for some or all of the Services in the future in its
discretion. Any such Fees may be changed, modified, amended, supplemented, or otherwise
updated from time to time by Grapevine with advance notice to User. After advance notice is
provided to User, its continued use of the Services indicates its assent to Grapevine’s
imposition of any such Fees.

10. Ownership. As between the parties, Grapevine owns and retains all right, title, and interest in
and to the Grapevine Platform (including all related software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible
technical material or information) and the content therein (other than Product Data) as made
available to User under these Terms and as may be updated and modified by Grapevine from
time to time, which may include third-party components), the Services (including deliverables
provided in connection with Services) and all Grapevine Data, including, without limitation,
all data and information or compilations thereof resulting from Grapevine’s permitted use of
Grapevine Data including any and all Intellectual property Rights arising from and related to
the foregoing, and further including all copies, portions and derivative works of any of the
foregoing (by whomever created). Notwithstanding any provision to the contrary herein, User
and/or its respective license or rights holders, including, without limitation, its Vendors, shall
at all times retain sole ownership of its original Product Data. To the extent any of Grapevine’s
derivative works, compilations (i.e., Grapevine Data) includes Product Data or any Product
Data is made a part of such derivative works, compilations or Grapevine Data, User
acknowledges and agrees that Grapevine may continue to use such Product Data in accordance
with the license in Section 2 above both during and after the expiration or termination of these
Terms. In addition, User acknowledges and agrees that the data included in the Grapevine
database, including any data provided by User in connection with its use of the Services, is
derived from a variety of sources, including, without limitation, suppliers, other Providers and
third party data suppliers and that data Grapevine derives or obtains from sources other than
User may be similar to or even the same as data provided to Grapevine by User. Grapevine
shall own and continue to own all right, title and interest in and to any and all Feedback (as
defined below) provided by you related to the Site and/or Services. “Intellectual Property
Rights” means patent rights (including, without limitation, the right to make, use, sell and
import), trademark rights (including, without limitation, trade names, trademarks, service
marks, logos, and trade dress), mask work rights, copyright rights (including, without limitation, the right to use, reproduce, modify, distribute, publicly display and publicly perform
the copyrighted work), trade secrets, moral rights, right of publicity, right of privacy, authors’
rights, contract and licensing rights, goodwill and all other intellectual property rights as may
exist now or hereafter come into existence and all renewals and extensions thereof, regardless
of whether those rights arise under the laws of the United States or any other state, country or
jurisdiction throughout the world. “Feedback” means all suggestions for improvement or
enhancement, recommendations, comments, opinions, code, input, ideas, reports, information,
know-how or other feedback provided by User (whether in oral, electronic, or written form) to
Grapevine for the Grapevine Platform and/or Services. Feedback includes no data, results or
output created or generated by User using the Services, including Product Data, unless
specifically submitted or communicated by User to Grapevine as part of the Feedback.

11. Confidentiality. User (and User’s agents, employees and representatives) shall keep
confidential Grapevine’s Confidential Information, shall not use such Confidential Information
for any purpose other than to exercise its rights or fulfill its obligations hereunder, and shall
not disclose such Confidential Information to any third parties other than Grapevine or User’s
employees and representatives with a need to know (who have been made aware of this
provision by User and agree to comply with it or confidentiality restrictions at least as
protective as those of this Section). User agrees that it shall remain liable for any employee or
other third party to whom it discloses Grapevine’s Confidential Information. User shall also
use the same degree of care to protect Grapevine’s Confidential Information as User uses to
protect its own confidential information of a similar nature, but in no event less than a
reasonable degree of care. All such Confidential Information remains the sole and exclusive
property of Grapevine. Promptly upon Grapevine’s request and automatically upon
termination or expiration of this Agreement, User will, at Grapevine’s direction, either return
to Grapevine or permanently destroy all such Confidential Information to Grapevine, including
all copies and extracts thereof. If Grapevine directs User to destroy any such Confidential
Information, User will, within five (5) days of such destruction, certify to Grapevine in writing
that destruction of such materials was carried out. User’s obligation to maintain the
confidentiality of such information shall remain in effect continuously throughout the term of
this Agreement and for a period of five (5) years thereafter (except with respect to trade secrets
which confidentiality obligations will survive for so long as the same remain trade secrets
under applicable law). Upon discovery of any improper disclosure or use of Grapevine’s
Confidential Information, User will promptly notify Grapevine. In the event User is subject to
applicable open records laws (such as a federal, state or municipal agency) or any other
applicable law or court order which may require User to release Confidential Information of
Grapevine, User agrees to notify Grapevine of any such request for the release of such
Confidential Information reasonably prior to making such release. Further, User shall
cooperate in good faith with Grapevine and use its best efforts to assist Grapevine in preventing
or restricting the release of such Confidential Information to the extent consistent with
applicable law. For purposes of the Agreement “Confidential Information” means all
information or material that has been or may be disclosed or made available by Grapevine to
User, including, without limitation, the Grapevine Platform, Grapevine Data, and any
information relating to Grapevine’s business plans, intellectual property rights, trade secrets,
processes, formulas, formulations, software, data, know-how, improvements, inventions,
techniques, methods, designs, products, services, product development plans, marketing plans,
manufacturing plans, business strategies, customer lists, projections or other ideas or information, in each case whether disclosed in writing, orally, graphically, visually or through
electronic means and whether or not marked “confidential” or “proprietary.” Notwithstanding
the foregoing, Confidential Information shall not be information which: (i) has entered the
public domain through no action or failure to act of User; (ii) prior to disclosure hereunder was
already lawfully in User’s possession without any obligation of confidentiality; (iii) subsequent
to disclosure hereunder is obtained by User on a non-confidential basis from a third party who
has the right to disclose such information to User, or (iv) constitutes Product Data.

12. Representations and Warranties.

a. General. User represents and warrants that: (a) Product Data provided directly by User will
be accurate and current as of the time of delivery; (b) User has all necessary rights, licenses,
and authorizations necessary to use, disseminate, transmit, copy, or share any Product Data
furnished directly to Grapevine by User in connection herewith or procured by Grapevine
on behalf of User in Grapevine’s capacity as a purchasing agent pursuant to Sections 2 and
3 of these Terms and to grant to Grapevine the licenses and other rights granted hereunder;
(c) no Product Data furnished directly to Grapevine by User in connection herewith or
procured by Grapevine on behalf of User in Grapevine’s capacity as a purchasing agent
pursuant to Sections 2 and 3 of these Terms will infringe upon or misappropriate any third
party proprietary right; (d) Product Data furnished directly to Grapevine by User in
connection herewith or procured by Grapevine on behalf of User in Grapevine’s capacity
as a purchasing agent pursuant to Sections 2 and 3 of these Terms will not include, and
User will not transmit to Grapevine or any other User or Vendor, any virus, time bomb,
turn-off instructions, Trojan horse, or any other device intended to harm or control (without
the user’s permission), any data, hardware, or software; (e) User shall be solely responsible
for any and all fees, expenses, charges and other related costs and fees charged by third
parties in connection with a User/Vendor Transaction or any other purchase by User of
medical supplies; (f) User shall use the Grapevine Platform and Services in compliance
with Applicable Laws; (g) User has all requisite power and authority to enter into these
Terms and consummate the transactions contemplated hereby; (h) these Terms are a valid
and binding obligation enforceable against User in accordance with its terms; and (i)
neither the entry into or performance of these Terms and the other agreements and
instruments contemplated hereunder, nor the consummation of the transactions
contemplated hereby will violate or conflict with or constitute a default by User under any
contractual obligation to any third party.

b. Limitations. THE SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND
AS AVAILABLE” BASIS. GRAPEVINE MAKES NO, AND HEREBY DISCLAIMS
ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, WITH RESPECT TO THE SERVICES, OR THE AVAILABILITY,
FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF
THE SERVICES OR THE GRAPEVINE PLATFORM, AND USER HEREBY
EXPRESSLY RELEASES GRAPEVINE AND ITS AGENTS, EMPLOYEES AND
AFFILIATES FROM ANY AND ALL LIABILITY AND CLAIMS RELATING TO THE
SERVICES AND USE OF THE GRAPEVINE PLATFORM, AND ANY BREACH OR
ALLEGED BREACH OF WARRANTY IN CONNECTION WITH SUCH SERVICES.
WITHOUT LIMITING THE FOREGOING, GRAPEVINE EXPRESSLY DISCLAIMS
ANY WARRANTY THAT THE SERVICES WILL BE ACCURATE, ERROR-FREE,
OR UNINTERRUPTED. FURTHER, GRAPEVINE MAKES NO, AND HEREBY
DISCLAIMS ANY, EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO
ANY PRODUCTS, GOODS, OR MATERIALS ORIGINATING OUT OF OR
OTHERWISE RELATED TO USER’S USE OF THE GRAPEVINE PLATFORM,
INCLUDING WITHOUT LIMITATION,ANY EXPRESS OR IMPLIED WARRANTY
OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR
ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING
OR COURSE OF PERFORMANCE.

c. No Warranty; Malicious Code. USER IS SOLELY AND ENTIRELY RESPONSIBLE
FOR ITS USE OF THE GRAPEVINE PLATFORM AND THE SERVICES AND THE
SECURITY OF ANY DEVICES OR NETWORKS USED TO ACCESS THE
GRAPEVINE PLATFORM AND THE SERVICES. TO THE FULLEST EXTENT
PROVIDED BY APPLICABLE LAW, GRAPEVINE WILL NOT BE LIABLE FOR
ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK,
DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING,
MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC
BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY
INFECT USER’S DEVICES, EQUIPMENT, COMPUTER PROGRAMS, DATA, OR
OTHER PROPRIETARY MATERIAL DUE TO ITS USE OF THE GRAPEVINE
PLATFORM OR THE SERVICES, OR ANY WEBSITES OR THIRD-PARTY
CONTENT LINKED TO THE FOREGOING.

d. Healthcare Provider Disclaimer. Grapevine is not a healthcare provider or a medical device
company. Grapevine does not provide medical advice. Grapevine makes no representation
or warranty with respect to any professional medical services, advice, treatment, or
recommendations in connection with your use of the Grapevine Platform or the Services.

e. Monitoring and Enforcement. Grapevine has no obligation, nor any responsibility to any
party, to monitor the Site or the Services, or their use, and do not and cannot undertake to
review material that you or other users of the Site or the Services submit. Grapevine cannot
ensure prompt removal of objectionable material after it has been posted and we have no
liability for any action or inaction regarding transmissions, communications, or content
provided by any user or third party, subject to Applicable Laws.

13. Indemnities. User shall indemnify, defend and hold harmless Grapevine, its affiliates, and
their respective owners, officers, directors, Users, employees, and agents (the “Grapevine
Indemnitees”) from and against any and all claims, actions, suits, hearings, administrative
actions, and other proceedings, as well as any and all losses, liabilities, settlements, judgments,
damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out
of or accruing from: (a) Grapevine’s permitted use of the Product Data and the Grapevine
Data in connection with and/or related to the Grapevine Platform; (b) any User/Vendor
Transaction; (c) User’s use of the Grapevine Platform; (d) any breach by User of these Terms;
(e) any allegation, whether true or not, that any of User’s Product Data contains any PHI; (f)
any allegation, whether true or not, that any Product Data or Grapevine Data infringes upon or misappropriate the intellectual property or other proprietary right of a third party; or (g)
Grapevine serving as purchasing agent of User pursuant to Sections 2 and 3 of these Terms.

14. Limitation of Liability and Disclaimers. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, ANY COSTS OR EXPENSES
IN CONNECTION WITH THE REPLACEMENT OF ANY PRODUCTS, GOODS,
MATERIALS, OR SERVICES BOUGHT OR SOLD THROUGH THE GRAPEVINE
PLATFORM OR THE SERVICES, OR ANY OTHER LOSSES, LOST PROFITS, LOSS OF
DATA, OR OPPORTUNITY COSTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF THE USER HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT SHALL GRAPEVIE BE
LIABLE TO THE USER FOR ANY AMOUNTS IN EXCESS OF THE GREATER OF THE
FEES PAID TO GRAPEVINE IN THE TWELVE (12) MONTHS PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM OR ONE HUNDRED DOLLARS ($100.00).
THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (I.E.,
THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT ENLARGE THIS
LIMIT). ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO
USER’S USE OF THE SERVICES OR THE GRAPEVINE PLATFORM OR OUR
RELATIONSHIP WITH USER, REGARDLESS OF THEORY, MUST BE BROUGHT
WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO
THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.

15. Termination; Survival. If either party materially breaches any term or condition of these
Terms, and if such breach has not been cured by the breaching party within thirty (30) days
after its receipt of notice of such breach, the non-breaching party may immediately terminate
these Terms. Grapevine may terminate these Terms immediately upon notice if User becomes
the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to
insolvency, receivership, liquidation or composition for the benefit of creditors, or User
becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation or composition for the benefit of creditors, and
such petition or proceeding is not dismissed within sixty (60) days of filing. Upon termination
of these Terms, all access, rights and licenses granted to User hereunder shall terminate, User
will cease all use of the Services, and User shall destroy any Confidential Information (as
defined herein) received from Grapevine and/or related to access or use of the Services. All
provisions of this Agreement that by their nature are intended to survive the termination or
expiration of this Agreement shall so survive and remain in effect, including, without
limitation, Sections 3–16.

16. Miscellaneous.

a. Notice. All notices, requests, demands, and other communications required or permitted
to be given under these Terms shall be given via the Site or via any contact information
given by you in connection with creation of a Registered User account.

b. Entire Agreement; Attorneys’ Fees and Costs. These Terms and any additional policies or
terms referenced herein or hereinafter created, all of which are incorporated herein by this reference, constitute the entire agreement between the parties with respect to the subject
matter hereof, and supersede any prior negotiations, understandings, or agreements. If any
action or proceeding is initiated to enforce the terms and provisions of this Agreement, the
party prevailing in said action will be entitled to recover its reasonable attorneys’ fees and
costs.

c. Assignment. You may not assign your rights or delegate its obligations under this
Agreement without the prior written consent of Grapevine, and any attempted assignment
or delegation without such consent will be void and of no effect. Grapevine may assign or
otherwise transfer its interest or any part thereof under this Agreement to another party
without your consent.

d. Governing Law. These Terms shall be governed by and construed and enforced in
accordance with the laws of the State of New York. You hereby and irrevocably agree that
any action or proceeding arising out of or relating to these Terms shall be brought and
determined in the appropriate state or federal courts in New York (and each such Party
shall not bring any action or proceeding arising out of or relating to these Terms in any
court other than the foregoing courts), and each Party hereto hereby irrevocably submits
with regard to any such action or proceeding to the exclusive jurisdiction of the foregoing
courts. Notwithstanding any choice of law provision or otherwise, the Uniform Computer
Information Transactions Act (UCITA) and the United Nations Convention on the
International Sale of Goods shall not apply.

e. Non-Waiver; Breach. Any waiver of any term and condition hereof by User must be in
writing and signed by Grapevine. Grapevine’s neglect or failure in any case or
circumstance to require performance of its obligations or to enforce its rights in the event
of a breach by User will not affect Grapevine’s right to enforce such rights and obligations
in any other case or circumstance. A waiver of any individual term or condition will not
be construed as a waiver of any other term or condition nor, unless so provided in such
written waiver, of the term or condition thereby waived in the event of a future or
continuing breach by User, except in the particular circumstances in or for which such
waiver was provided.

f. Severability. In the event any provision of these Terms is held to be invalid, illegal, or
unenforceable for any reason and in any respect, such invalidity, illegality, or
unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder
of these Terms, which shall be and remain in full force and effect.

g. Equitable Remedies. User acknowledges that a breach of these Terms could cause
irreparable harm to Grapevine for which damages would be an inadequate remedy. If any
such breach occurs or is threatened, Grapevine will be entitled to seek an injunction, a
restraining order, or any other equitable remedy, which will not be deemed to be the
exclusive remedies for a breach of these Terms, but rather will be in addition to all other
remedies available at law or in equity to Grapevine. Grapevine would not need to post a
bond or other security or provide proof of actual damages.

 

h. Use of Name. Grapevine may use your name and logo in advertising, publicity, or
otherwise publicize the fact that you are a user of the Services. Further, you agree to be a
reference to prospective users of the Services, attend end customer meetups and
conferences and other events, participate in mutually agreed press releases, and participate
in a video and/or written case study and white paper regarding your use of the Software.

i. Force Majeure. Grapevine will not be in default or otherwise liable for any delay in or
failure of its performance under these Terms if such delay or failure arises by any reason
beyond its reasonable control, including due to failure or delay of infrastructure, acts of
nature, acts of war or terrorism, government guidance or mandates, failure or delay of third
party products or services, and the effects of epidemics or pandemics.