Terms and Conditions

THIS SET OF TERMS AND CONDITIONS ("USP Website Terms Of Use," or "Terms Of Use") APPLIES TO YOUR USE OF THE USP WEBSITE. YOUR USE OF THE USP WEBSITE INDICATES YOUR ACCEPTANCE OF THESE TERMS OF USE, AND YOUR AUTHORIZATION TO CONTRACTUALLY BIND THE PERSON OR ENTITY ON WHOSE BEHALF YOU HAVE DONE SO, IF ANY. REFERENCES HEREIN TO "YOU" AND "YOUR" REFER TO BOTH YOU AND SUCH PERSON OR ENTITY IN WHOSE BEHALF YOU ACT, IF ANY.

GRANT, RESTRICTIONS, AND OWNERSHIP
University Specialty Pharmacy, Inc. and its suppliers, as applicable ("USP"), hereby grant You the right to use the content comprising the USP Website (the "Content"). You may print the Content on The USP Website intact from within your browser for personal and fair use purposes only. The Content has been compiled by USP from a variety of sources, and is subject to change without notice. You may not attempt to "pass-off" any of the Content as your own work.

The use of certain areas of the USP Website is further restricted to USP customers. You may not copy, adapt, modify, display, perform, or otherwise use the Content (including use the Content on any other web site or networked computer environment) for any other purpose or in any other manner without the prior express written permission of USP or its suppliers, including without limitation such permission as may appear within the USP Website.

Your use of the Content is conditioned on your maintaining all copyright, trademark and other proprietary rights notices appearing on the Content. Any unauthorized use of any of the Content may violate copyright laws of the United States and, internationally, the copyright law of each jurisdiction reflecting pertinent treaties and conventions. In many instances, the Content is subject to international patent, trademark, and trade secret laws (collectively, the "Applicable Laws"), including without limitation as indicated selectively within the Content. USP and/or its suppliers own the Content, which is generally protected by several of the Applicable Laws.

You may use, print and/or download from the USP Website the Content displayed on the USP Website for your personal, noncommercial purposes only. If you breach any of these Terms Of Use, your authorization to use the USP Website will automatically terminate and you must immediately destroy or delete any downloaded or printed material.

You agree that the Content is the proprietary information of USP and/or its suppliers, and that you will conform your access, copying, and use of particular Content to the applicable USP Website purposes indicated in association with the particular Content.

IMAGES IN USP WEBSITE
Subject to other provisions hereof to the contrary, You may not use, reproduce or distribute any image in the USP Website without securing the advance written consent of USP. To request permission, send an email, including your name, address and a description of the purpose of your intended use and/or distribution and the image you would like to distribute.

COMMUNICATIONS FROM YOU TO THE USP WEBSITE
You agree that you will comply with the terms of our Privacy Statement when using the USP Website. You are responsible for the security of any account names, identification numbers or passwords associated with your access to and use of the USP Website. USP is not liable for any unauthorized use of any accounts you establish through the USP Website (e.g., through USP's Web Portal) by You, your employees, agents or anyone else.

AVAILABILITY OF USP WEBSITE
You acknowledge that temporary interruptions in the availability of the USP Website may occur from time to time as normal events. Under no circumstances will USP or its suppliers be held liable for any damages due to such interruptions. The USP Website and the Content may include technical inaccuracies or typographical errors. The USP Website is made available internationally and may contain references to products, programs and services of USP and/or its suppliers that are not available in your location. Such references do not imply that USP or its suppliers intend to make available such products, programs or services in your location.

MONITORING
It is neither the policy nor a practice of USP to review communications with the USP Website to determine that such communications comply with these terms and conditions and applicable laws and/or regulations; however, USP reserves the right to review such communications but has no such obligation. USP shall have no responsibility or liability for the content of any communications posted to the USP Website, nor for any errors or violations of any applicable laws or regulations. USP will comply with court orders in any jurisdiction directing USP to disclose the identity of anyone posting communications to the USP Website.

LINKS WITH OTHER SITES
USP is not responsible for the content of any other web site linked to or from the USP Website. If you link to another site, you leave the USP Website. If you decide to link to another site, you do so entirely at your own risk. USP may provide links from the USP Website to other sites, but this is done solely as a convenience to you and in no way should be interpreted as a referral or endorsement of any content, sponsor or owner of any other site. ALL WARRANTIES, CONDITIONS OR OTHER TERMS EXPRESS OR IMPLIED AS TO ANY SUCH LINKED SITE, INCLUDING WITHOUT LIMITATION AS TO ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED SITE, ARE HEREBY EXCLUDED.

DISCLAIMER
THE CONTENT PROVIDED AT THIS USP WEBSITE IS PROVIDED "AS IS" AND ANY WARRANTY, CONDITION OR OTHER TERM OF ANY KIND INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY IS HEREBY EXCLUDED. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to You. USP does not warrant the accuracy and completeness of the Content on the USP Website. USP takes no responsibility for viruses or other destructive or intrusive computer programs that may damage your computer system or data resulting from your access to or use of the USP Website. The Content at the USP Website may be out of date, and USP makes no commitment to update the Content at the USP Website. Information published at the USP Website may refer to products, programs or services that are not or are no longer available.

LIMITATION OF LIABILITIES
IN NO EVENT WILL USP OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING IN RELATION TO THESE TERMS OF USE AND/OR THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE USP WEBSITE, THIS WEBSITE, ANY WEB SITES LINKED TO THIS USP WEBSITE, OR THE CONTENT CONTAINED AT ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT USP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY OF THE FOREGOING RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF HARDWARE, SOFTWARE AND/OR DATA, YOU ASSUME ALL COSTS RELATED DIRECTLY AND/OR INDIRECTLY THERETO. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. However, in accordance with the paragraph of these Terms Of Use entitled SOFTWARE, specific terms and conditions applicable to Software downloadable or otherwise available through the USP Website will supersede the provisions of this paragraph.

INDEMNIFICATION
Upon the request of USP, you agree to defend, indemnify and hold harmless USP and its suppliers, affiliates, representatives, officers, directors, employees and attorneys from and against all liabilities, claims, costs and expenses, including attorney fees, that arise in relation to your accessing or use of the USP Website and/or these Terms Of Use or your uploading, downloading or transmission of any communications or Content on the USP Website.

TRADEMARKS
The trademarks, service marks and logos (trademarks) of USP and/or others used on the USP Website are the property of USP, its suppliers, or their respective owners. You may not use, and nothing contained on the USP Website grants, by implication, waiver, estoppel or otherwise, any right to use, any trademark displayed on the USP Website without the written permission of University Specialty Pharmacy, Inc. or the respective owner, which written permission may be expressed within the USP Website.

GOVERNANCE
This USP Website is operated and controlled from USP's offices in California, United States of America. It can be accessed from any of the 50 states in the United States and from other countries of the world. The laws of California (or U.S. federal law, if applicable), without regard to conflicts of law provisions, will apply to all matters arising out of or in connection with the USP Website and your connection to and use of the USP Website. Both USP and You submit to exclusive jurisdiction in California and further agree that any cause of action arising out of or in connection with these Terms Of Use shall be brought only in the federal or state courts in Santa Clara County, California.

USP makes no representation or warranty that any communications or Content on the USP Website are lawful in other jurisdictions or available for use in all jurisdictions, and accessing them from territories where their contents are illegal is prohibited. You agree that if you access our USP Website from another jurisdiction that you are responsible for compliance with local laws. If any provision of these Terms Of Use is held to be invalid or unenforceable, that provision will be deemed to be restated to reflect as nearly as possible the original intention in accordance with applicable law, and the remainder of the Terms Of Use will remain in full force and effect.