Masters Website Terms and Conditions of Use

Please read the following Terms and Conditions of Use (these “Terms”) carefully. Masters Drug Company, Inc. and its affiliated entities (collectively, “Masters”, “we” or “us”), require that all Masters website users comply with the following Terms. By accessing and using the Masters website and its ancillary tools (collectively, the “Masters Website”), you agree to be bound by and comply with these Terms. Your use of Masters Website is conditioned upon your acceptance without modification of the Terms contained herein.

These Terms govern your access to and use of the Masters Website, including any data, information, materials, services, software, systems or products made available through or relating to the Masters Website. These Terms incorporate by reference any additional terms and conditions posted by Masters on the Masters Website or otherwise made available to you by Masters, including, but not limited to, the Masters Website Privacy Policy.

BY USING THE MASTERS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS. IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE MASTERS WEBSITE ON BEHALF OF, OR FOR THE BENEFIT OF ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. References to “you” and “your” in these Terms will refer to both the individual using the Masters Website and to any such Organization.

Changes to these Terms

We may change these Terms at any time. Notice of such changes will be posted on the Masters Website or will otherwise be provided to you. All such changes are effective immediately upon notice. Your use of the Masters Website following such notice constitutes your continuing agreement to be bound by the Terms as amended.

Changes to the Masters Website

We expressly reserve the right to make any changes that we deem appropriate from time to time to the Masters Website or to any information, text, data, databases, graphics, images, sound recordings, audio and visual clips, trademarks, service marks, trade dress, trade names, logos, software, opportunities, features, services and other materials within the Masters Website (all such materials and any compilation, collection or arrangement thereof, the “Content”). We may modify or remove any Content or otherwise cease making the Masters Website available at any time without notice. DISCONTINUATION OF USE OF THE MASTERS WEBSITE IS YOUR SOLE RIGHT AND REMEDY FOR ANY DISSATISFACTION WITH THE MASTERS WEBSITE OR ANY OF THE CONTENT.

Accessing the Masters Website

the Masters Website is offered exclusively to Masters Distribution customers for legitimate business purposes. To access the Masters Website, you must have a Masters customer account and a user ID and password for the Masters Website. Your user ID and password are for your personal use only and should be kept confidential. You, and not Masters, are responsible for any use or misuse of your user ID or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user ID or password, or your Masters Website account. Your access to the Masters Website is limited according to Masters administrator defined access controls. the Masters Website operates in a secure web environment with an advanced, multi-layered firewall technology and Secure Socket Layer (SSL) to encrypt all data.

Restrictions on Access

You represent and agree that all information that you provide to us in connection with your access to and use of the Masters Website is true, accurate and complete to the best of your knowledge and belief. Masters reserves the right, in its sole discretion, to terminate your access to all or part of the Masters Website, without notice or liability, for any reason, including, but not limited to: (a) the unauthorized use of any username or password; or (b) the breach of these Terms. You may not access the Masters Website after your access is terminated without our written approval. After terminating your access, Masters will retain all rights, including all intellectual property rights, proprietary rights and licenses retained in these Terms, and the limitations upon your use and treatment of Content will remain in full force.

Non-Exclusive License to Access and Use

You may access and use the Masters Website only for your personal use. Any other access to or use of the Masters Website or the Content constitutes a violation of these Terms and may violate applicable copyright, trademark or other laws. We make no representation that the Masters Website or the Content are appropriate or available for use in locations other than the United States. If you choose to access the Masters Website from locations other than in the United States, you do so at your own initiative, at your own risk and are responsible for complying with applicable local laws.

You may not access, use or copy any portion of the Masters Website or of the Content through the use of indexing agents, spiders, scrapers, bots, web crawlers or other automated devices or mechanisms. You agree not to remove or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within any of the Content.

Your Responsibilities as a User of the Masters Website

Your use of the Masters Website is subject to all applicable local, state, national and international laws and regulations (collectively “Laws”), and you must comply with all applicable Laws. In addition, you agree that you will not:

- Interfere with, restrict or otherwise disrupt another user’s use and enjoyment of the Masters Website;
- Post, transmit or otherwise make available through or in connection with the Masters Website any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner;
- Interfere with or disrupt the operation of the Masters Website or the servers or networks used to make the Masters Website available, including by hacking or defacing any portion of the Masters Website; or violate any requirement, procedure or policy of such servers or networks;
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Masters Website except as expressly authorized herein, without Masters’ express prior written consent;
- Post, transmit or otherwise make available through or in connection with the Masters Website any virus, worm, Trojan horse, Easter egg, time bomb, cancelbots, adware, malware, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of any hardware, software, system, data, or personal information;
- Use the Masters Website for any purpose that is fraudulent or otherwise tortious or unlawful;
- Reverse engineer, decompile, copy, or disassemble any aspect of the Masters Website, except where such restrictions is expressly prohibited by applicable Law;
- Systematically download and store the Masters Website content or use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather the Masters Website content, or reproduce or circumvent the navigational structure or presentation of the Masters Website, without Masters’ express prior written consent;
- Harvest or collect information about users of the Masters Website; or
- Remove any copyright, trademark or other proprietary rights notice from the Masters Website.

We reserve the right to terminate or suspend your account and your access to the Masters Website if we believe, in our sole discretion, that you have violated the user conduct standards set forth herein.

Information Submitted Through the Masters Website

Your submission of information through the Masters Website is governed by the Masters Website Privacy Policy. You represent and warrant that any information you provide in connection with the Masters Website, is and will remain accurate and complete, and that you will maintain and update such information as needed.

Feedback

By disclosing or offering any information to us, including any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Masters Website or otherwise – for example, about how to improve or expand the Masters Website – you hereby grant, and represent and warrant that you have the right to grant, to Masters an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Feedback for any purpose, commercial, advertising, or otherwise, on or in connection with the Masters Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Feedback, and to grant and authorize sublicenses of the foregoing.

By providing Feedback, you grant us the right, but not the obligation, to use the name that you submit in connection with such Feedback, and you waive any right and agree not to assert that any such use infringes or violates your right of privacy, right of publicity or other right. You further represent that you have all requisite rights to, and are authorized to disclose, all of the information contained in the Feedback. You are fully responsible for any Feedback you make and for the legality, reliability, appropriateness and originality thereof.

Product Order Placement

If you have valid ordering permissions, you may place a product order with us through the Masters Website. All payment and other obligations concerning such order placement are governed in a credit application and/or separate agreement between you and Masters. These Terms are not intended to amend such agreements.

Ownership of Intellectual Property

You understand and agree that Masters owns, or has licensed from third parties, all right, title, and interest in and to the Masters Website and all of its Content. You acknowledge and agree that the Content is valuable proprietary information protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries and that you acquire no ownership interest by accessing or using the Masters Website or the Content. These intellectual property rights may include, but are not limited to, copyrights, trademarks, service marks, trade dress, trade secrets, and trade names. All such rights are the property of Masters or its licensors and content providers.

If you believe that any Content constitutes copyright infringement, please follow the steps outlined in the following Copyright Policy.

Copyright Policy

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.

We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement submitted in accordance with applicable law. If you believe any materials accessible on or from the Masters Website infringe your copyright, please let us know by submitting written notification to our Copyright Agent (designated below). The written notice (the “DMCA Notice”) must include substantially the following as required by Title 17 of the United States Code, Section 512(c)(3):

Your physical or electronic signature (or that of your designated agent).
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Masters Website, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

Our designated Copyright Agent to receive DMCA Notices is:

Auma N. Reggy
Chief Trademark Counsel
Law Department
McKesson Corporation
2 National Data Plaza, NE
Atlanta, GA 30329
Phone: (404) 461-5216

The DCMA provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Masters Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter-Notification Procedures

If you believe that material you posted on the Masters Website was removed or disabled in error, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our Copyright Agent, which will be shared with the party submitting the original DMCA Notice as required by law. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled
and the location at which the material appeared before it was removed or access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Masters Website may be found) and that you will accept service from the person (or an agent of the person) who submitted the DMCA Notice.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Masters Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Repeat Infringers
It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

Third Party Materials; Links

Certain the Masters Website functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third-Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third-Party Materials.

We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in these Terms shall be deemed to be a representation or warranty by Masters with respect to any Third-Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Masters Website at any time. In addition, the availability of any Third-Party Materials through the Masters Website is provided solely as a convenience to our users and does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such third-party.

YOUR USE OF THIRD-PARTY MATERIALS IS AT YOUR OWN RISK AND MCKESSON WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING FROM YOUR ACCESS OR USE OF SUCH THIRD-PARTY MATERIALS. The terms of use and privacy policies applicable to Third-Party Materials may be different from those that apply to the Masters Website and we encourage you to visit such terms and policies as provided by such sites.

Confidentiality

You agree (a) to hold all non-public information, including without limitation product, pricing and customer and supplier data disclosed or otherwise made available by Masters through the Masters Website (“Confidential Information”), in strict confidence, (b) not to disclose such Confidential Information to any third parties, and (c) not to use any Confidential Information for any purpose except for your internal business purposes. Subject to the terms and conditions of these Terms, you may disclose the Confidential Information to any of your employees who has a bona fide need to know. You agree to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of Masters. 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 Masters 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 Masters.

You recognize and agree that nothing contained in these Terms will be construed as granting any rights to you, by Agreement or otherwise, to any Confidential Information except as specified in these Terms. You acknowledge that all Confidential Information is owned solely by Masters (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 Masters will have the right to obtain an immediate injunction enjoining any breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

Security

Masters takes such commercially reasonable measures as it deems appropriate to secure and protect information transmitted to and from the Masters Website. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure.

Disclaimer of Warranties; Limitation of Liability

By using the Masters Website, you expressly agree that such use is at your sole risk. While we try to maintain the timeliness, integrity and security of the Masters Website, we do not guarantee that the Masters Website, or any content or data on the Masters Website, is or will remain updated, complete, correct or secure, current, relevant, reliable, or of any particular value or quality or that access to the Masters Website will be uninterrupted.

The use of the Masters Website by you is at your sole risk. ACCORDINGLY, THE MASTERS WEBSITE AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

UNDER NO CIRCUMSTANCES WILL MASTERS OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF THE MASTERS WEBSITE OR THE CONTENT, OR PRODUCTS OR SERVICES AVAILABLE ON THE MASTERS WEBSITE, OR THE TRANSMISSION OF INFORMATION TO OR FROM THE MASTERS WEBSITE OVER THE INTERNET, EVEN IF WE WERE ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE MASTERS WEBSITE IS TO STOP USING THE MASTERS WEBSITE.

In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of Masters will be limited in accordance with these Terms to the extent permitted by law.

Any cause of action or claim with respect to the Masters Website must be commenced within one (1) year after the action or claim arises.

Indemnity

To the fullest extent permitted under applicable Law, you agree to defend, indemnify and hold harmless Masters, and its officers, directors, employees, representatives, consultants, agents, affiliates, suppliers and vendors, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) content, data, or information that you submit, post to, or transmit through the Masters Website; (b) your access to and use of the Content, the Masters Website, and other materials, products, and services available on or through the Masters Website; (c) your violation of these Terms; (d) your violation of any rights of any third party; and (e) any unauthorized use of a username, password or account number. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you.

Termination

We may terminate your Masters Website account or terminate or suspend your access to and use of all or part of the Masters Website at any time and without prior notice, for any or no reason, including if Masters believes that you have violated these Terms, or if you engage in any conduct that we, in our sole discretion, believe is in violation of any applicable Law or is otherwise harmful to the interests of Masters, any other Masters customer or supplier, or any third party. Upon any such termination or suspension, your right to use the Masters Website will immediately cease, and Masters may, without liability to you or any third party, immediately deactivate or delete your user ID password and the Masters Website account, and all associated materials, without any obligation to provide any further access to such materials. Any provisions of these Terms that are intended to survive termination (including, but not limited to, any provisions regarding confidentiality, limitation of our liability, or indemnification) will continue in effect beyond any such termination of access to the Masters Website.

Contact

If you have any questions regarding the Masters Website or these Terms, please see the “Contact Us” page accessible from the Masters Website Home Page (https://mastersrx.com), for information on how to contact us.

Electronic and Telephone Communications

When you communicate with us through email or instant messaging systems you are communicating with us electronically, and consent to receive any return communications from us electronically. We may communicate with you via email and other means for purposes relating to your Masters Website account, any product orders you place, or any other services we provide to you. You also agree that all communications that we provide to you electronically, such as notices, agreements, disclosures, consents and other communications, satisfy any legal requirement that such communications be in writing.

Miscellaneous

These Terms and Privacy Policy (as each may be revised and amended from time to time as contemplated by these Terms) constitute the entire agreement with respect to your access to and use of the Masters Website and the Content. The formation, construction and interpretation of these Terms is governed by and will be construed in accordance with the laws of the State of Texas, without regard to its principles of conflicts of law, and regardless of your location. Any dispute relating to these Terms will be subject to the exclusive jurisdiction of the state and federal courts in Irving, Texas, U.S.A., and you agree to waive any jurisdictional, venue or inconvenient forum objections to such courts. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of the remaining provisions. You may not assign, transfer or sublicense any or all your rights or obligations under these Terms without our express prior written consent. We may assign, transfer or sublicense any or all our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. These Terms, including any terms and conditions incorporated herein, constitutes your entire agreement with Masters relating to the subject matter hereof, and supersedes all prior or contemporaneous written or oral agreements or understandings between you and Masters relating to such subject matter. Masters will not be responsible for any failure to fulfill any obligation 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.

BY ACCESSING AND USING THE MASTERS WEBSITE, OR MAKING ANY PURCHASE VIA THE MASTERS WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS.