McKesson Supply Management Online License

Welcome to the McKesson Supply Management Online Terms of Use (“License”). This License applies to all users of McKesson Supply Management Online ("SMO"). McKesson and its commonly owned affiliates and any other entity providing or granting use of or access to any data, information services, software, or products in any way relating to the SMO ("McKesson" "we" or "us"), provides access to and use of certain internal McKesson systems to you its customer via SMO, which displays certain data, including, without limitation, product catalog/pricing/inventory access; product order creation/editing/submission/tracking; product payment tracking and management; customer activity reports and analysis; product standardization and accounts receivable data.  Use of SMO is governed by this License so it is important that you take a few minutes to read it. Your use of SMO is conditioned upon your acceptance without modification of the terms, conditions, and notices contained in this License.  At the end of this License you will be asked the following three (3) questions: (i) Have you read the above License?, (ii) Do you understand this License?, (iii) Do you agree to this License? You will be required to answer these questions by marking either the “Yes” box or the “No” box after the questions.  By marking the “Yes” boxes you accept these terms and conditions and will be legally bound by them.   You are allowed and encouraged to print a single copy only of this License.  If we decide to change the License, we will post those changes on this page so that you are always aware of the rules that apply to your use of SMO. You will be required to accept any amendments to or supplement to this License that are posted by us by answering these questions again in the manner described above.

Establishing an account with McKesson

To order from us or to access certain parts of SMO, your institution, business or enterprise must have a McKesson customer account and you must be a registered user of SMO. You may do this by following the instructions on the “Register Here” page accessible from the SMO Home Page (supply.mckesson.com), which is accessible from the corporate website, www.mckesson.com.  Those instructions form part of this License. Upon completion of the steps listed with these instructions, you will be issued a customer account password. In addition, you will receive your own licensed version of SMO accessible online. Your licensed version of SMO will be your sole means of accessing your customer account and using the features of SMO.

Your access to data using your customer account password is limited according to McKesson administrator defined access controls.  Please see the “Contact Us” page accessible from the SMO Home Page (supply.mckesson.com), which can be reached from the corporate website, www.mckesson.com, for information on how to contact us for further information about data access or if you have any questions about this License. Your customer account may not be transferred to, shared with or used by or on behalf of any other person. Your licensed version of SMO may not be transferred to, shared with, or used by or on the behalf of any other person, except that your licensed version of SMO may be transferred to another person provided that the transferee agrees to accept all of the terms and conditions of this License, and that you notify us so we can update our authentication and authorization data (described in the following paragraph).

You agree that you will provide us with accurate customer account information (such as the correct customer account holder’s name and a valid e-mail address at which we can easily reach you). We will update your customer account information if it becomes outdated. We may terminate your customer account if, for example, we are unable to verify or authenticate the information you provide to us.

SMO operates in a secure web environment with an advanced, multi-layered firewall technology, Secure Socket Layer (SSL) having up to 128-bit encryption to encrypt all data. You agree to help protect your customer account by being solely responsible for the confidentiality and use of your customer account and your customer account password, and by notifying us immediately if you believe your customer account has been used without proper authorization. We may communicate with you via email and other means for purposes relating to your customer account, any product orders you place, or any other services we provide to you.

Product Order Placement

You may place a product order with us using your customer account password.  All payment and other obligations, concerning such order placement are governed in a separate  Supply Agreement between you and McKesson.  Subject to the preceding sentence this License is not intended to amend such supply agreements.

Your responsibilities as a user of SMO

Your use of SMO is subject to all applicable local, state, national and international laws and regulations. You agree not to violate such laws and regulations. In addition, you agree that (1) you will not interfere with another customer’s use and enjoyment of SMO; (2) you will not interfere with or disrupt McKesson’s security measures; (3) you will not interfere with or disrupt networks connected to SMO, and will comply with all regulations, policies and procedures of such networks; (4) you will comply with United States law regarding the transmission of technical data exported from the United States; (5) you may not make copies of any aspect of SMO, including the webpage, your licensed version of SMO, and any underlying software related to SMO, for purposes of distribution to the public by sale or other transfer of ownership, or by rental, lease or lending; (6) you may not reverse engineer, decompile, copy, or disassemble any aspect of SMO, including any underlying software related to your licensed version of SMO or SMO generally, and you may not make any derivative computer programs based upon any such underlying software; and, (7) you may not perform publicly or publicly display any aspect of SMO, including your licensed version of SMO and any underlying software related to SMO. You also agree at your sole cost and expense to defend, indemnify and hold McKesson, as well as its parents, subsidiaries, affiliates, officers, shareholders, employees and independent contractors, harmless from and against any and all damages, liabilities, costs and expenses including reasonable attorneys' fees arising from any third party claims, due to or arising out of your use of SMO, your violation of this License, or your violation of the rights of any third party.

We may terminate your McKesson customer account or suspend your access to all or part of SMO, without notice, if you violate this License or if you engage in any conduct that we, in our sole discretion, believe is in violation of any applicable law or regulation or is otherwise harmful to the interests of McKesson, any other McKesson customer, or any third party. If your account is terminated, we may, but are not required to, remove some or all of your content from our servers.

Rebate Information and “Net Pricing”

Some SMO pharmaceutical ordering customers may be participants in McKesson’s OneStop Generics program.  Such participation may result in the display of “net price” fields in SMO Ordering and Item Catalog areas (specific to and limited to the pharmaceutical ordering and catalog areas only).  Please note the following with regards to such net prices, which are “potential” savings being supported and displayed for reference purposes only.

a.  Rebates are not guaranteed and are a function of purchasing patterns and     compliance with the guidelines of the McKesson OneStop GenericsSM program and, as such, actual rebates may vary from time to time and are subject to change.

b.  Rebates and Credits received by McKesson OneStop Generics customers may be a “discount or other reduction in price” to McKesson OneStop Generics customers under Section 1128B(b)(3)(A) of the Social Security Act.  Accordingly, to the extent required by law, McKesson OneStop Generics customers agree to accurately disclose the rebate and/or credit (including an amount reflecting the time value of money, if required) McKesson OneStop Generics customers receive, to any state or federal program which provides cost or charge based reimbursement for the products ordered through this program.

Comments are Welcome

We enjoy hearing from you and welcome your comments about SMO. However, if you send us a business idea or suggestion -- for example, about how to improve or expand SMO -- you agree that we will be completely free to implement, use or modify, in any way, your idea or suggestion (or any part of it), without any payment or other obligation to you.

Intellectual Property

All materials relating to SMO, including text, graphics, icons, images, content and software, are the property of McKesson or its content suppliers and are protected by United States, foreign and international copyright laws. The compilation of all content for SMO is the exclusive property of McKesson. You may not reproduce, modify, distribute or republish materials contained on SMO without the prior written permission of McKesson. You may not alter or remove any trademark, copyright or other notice from copies of content.

McKesson and all other McKesson logos and trade names are trademarks or registered trademarks of McKesson. All trademarks used on or in connection with SMO, and all goodwill in and to such names and marks are the property of their respective owners.

Confidentiality

You agree (i) to hold all non-public information including without limitation product, pricing and customer data disclosed by McKesson through SMO (“Confidential Information”), in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except for your internal business purposes. You may disclose the Confidential Information to your responsible employees with a bona fide need to know, but only to the extent necessary to carry out your internal business purposes. You agree to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of McKesson. Confidential Information will not include information that: (i) is now, or hereafter becomes, through no act or failure to act by you, generally known or available to the public; (ii) was acquired by you before receiving such information from McKesson and without restriction as to use or disclosure; (iii) is hereafter rightfully furnished to you by a third party without restriction as to use or disclosure; or (iv) is disclosed with the prior written consent of McKesson. You recognize and agree that nothing contained in this License will be construed as granting any rights to you, by license or otherwise, to any Confidential Information except as specified in this License. You acknowledge that all Confidential Information is owned solely by McKesson (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, you agree that McKesson will have the right to obtain an immediate injunction enjoining any breach of this License, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.  The obligations of non disclosure, non-use, and confidentiality described in this License will remain in effect for three (3) years from the date of the last disclosure of Confidential Information, at which time such will terminate.

Limitation of Liability

By using SMO, you expressly agree that such use is at your sole risk. McKesson endeavors to provide service of the highest quality, but we cannot guarantee that your use of SMO will be uninterrupted or error-free. We are not responsible for claims brought by third parties arising from your use of SMO.

McKesson is a distributor and not a publisher of content (including information, data, and other material) supplied by third parties. Neither McKesson nor any of its affiliates, officers, directors, employees, or agents, or any third party content providers, merchants, sponsors, or licensors guarantees the truth, accuracy, completeness, or usefulness of any content or data on SMO including, but not limited to, identification codes, prices and product availability, nor the merchantability or fitness for any particular purpose of such information. The prices provided by SMO are not intended to be quotes or offers for sale or purchase. Under no circumstances will McKesson (or any of its affiliates, officers, directors, employees, or agents) be liable for any loss or damage caused by your reliance on information obtained through SMO, whether or not such information is inaccurate and whether or not the inaccuracy is due to fault or error by McKesson. It is your responsibility to evaluate the information, opinion, advice, or other content available through SMO. McKesson will not be responsible for nor be in default due to acts or causes beyond its control including but not limited to Acts of God, strikes, lockouts, communications line or equipment failures, power failures, failure of the Internet, earthquakes or other disasters.

MCKESSON PROVIDES SMO ON AN "AS IS" BASIS AND EXCEPT AS SPECIFICALLY PROVIDED FOR WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEROPERABILITY, COMPATIBILITY AND QUIET ENJOYMENT.  WE DO NOT REPRESENT OR WARRANT THAT INFORMATION AVAILABLE THROUGH SMO IS ACCURATE, CURRENT, OR COMPLETE. IN NO EVENT WILL MCKESSON BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF SMO, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, SMO, EVEN IF MCKESSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING SMO, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ALL SERVICES, CONTENT, AND DATA AVAILABLE THROUGH SMO. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT WILL MCKESSON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED TEN THOUSAND DOLLARS.

Any current or future links to other sites are provided as a convenience only, and we assume no responsibility or liability for the contents of those other sites, or any products or services advertised or sold on those sites.

Miscellaneous

SMO is created, controlled and operated by McKesson in the State of California, USA. If you choose to access it from another location, you are responsible for complying with local laws, if and to the extent that local laws apply. McKesson is located at One Post Street San Francisco, California 94104, and can be reached by telephone at (415) 983-8300.

McKesson reserves the right to change the terms of this License, disclaimers and policies at any time and without notice. The formation, construction and interpretation of this License will be controlled by the laws of the State of California, regarding agreements between California residents entered into and to be performed within California, giving no effect to choice of law provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this License.  The Uniform Computer Transaction Act (“UCITA”) as adopted in some States in the United States of America will not apply to this License. Any dispute relating to this License will be subject to the exclusive jurisdiction of the state and federal courts in San Francisco, California, U.S.A., and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.

If any provision of this License is held to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this agreement and will not affect the validity and enforceability of the remaining provisions. This License constitutes your entire agreement with McKesson.