Please read these Terms of Use carefully before using this web site and other web sites or mobile applications that are linked hereto (collectively, the “Platform”). The following are the terms of legal agreement between Aptitude, LLC (“Aptitude”) and you, individually and as a representative of your organization (“You” or “Your”). These Terms of Use include the terms for participation in Aptitude as an online contracting marketplace. You represent and warrant that You (i) are an employee of Your organization, (ii) have the full right and legal authority to enter into this Agreement representing such organization and to bind such organization to these Terms of Use, and (iii) are entering into these Terms of Use on behalf of such organization as its representative. These Terms of Use are effective upon the date You indicate Your acceptance by clicking “Accept” at the end of these Terms of Use (the “Effective Date”).

Acceptance of Terms

You acknowledge that You have read, and agree to be bound by, these Terms of Use, as updated from time to time, and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export control laws and regulations regarding the transmission of technical data exported from the United States or the country in which You reside. You further agree, represent and warrant that You will comply with all local laws, regulations and rules regarding online conduct and acceptable content. You acknowledge that Aptitude reserves the right in its sole discretion to refuse or terminate access to the Platform by You at any time.

You acknowledge that participating sellers will pay certain fees to Aptitude, including a transaction fee. The maximum transaction fees will be posted in the Platform. You further agree to comply with the Aptitude Buyer Rules and Seller Rules for use of the online marketplace, as updated from time to time and available on the Platform.

Medical Disclaimers

The Platform is designed to offer You information on buying and selling products in medical settings. The information furnished on the Platform, including but not limited to, product statistics, comments and articles are not intended to be professional advice and are not intended to replace personal consultation with a suppliers, physicians, pharmacists, or other professionals. The Platform does not provide medical advice. You must always seek the advice of a professional for questions related to injury, disease, symptoms or appropriate therapeutic treatments.

No warranty is made that the information on the Platform satisfies government regulations requiring disclosure of information on medical or prescription drug products. The Platform was developed for use in the United States there is no representation concerning the content when used in any other country. While information on the Platform has been obtained from sources believed to be reliable, Aptitude does not warrant the accuracy of sizes, codes, usage, amounts, therapeutic content, or other data of any nature contained on the Platform. Aptitude does not guarantee that the Platform covers all possible uses, directions, precautions, drug interactions, or adverse effects that may be associated with any product or therapeutic treatment.

Use of Content

© Copyright 2014 Aptitude, LLC. All Rights Reserved. The unauthorized copying, displaying or other use of any Content from the Platform is a violation of the law. All the Reports, Databases, information, communications, software, scripting, data, reports, photos, text, video, graphics, music, sounds, images and other materials and services found on or accessed through the Platform (collectively “Content”), is intended for the sole use by the customers of Aptitude (“Authorized Users”). You acknowledge having been advised that the Content is protected in the U.S. and internationally by a variety of laws, including but not limited to, contract confidentiality, copyright laws and treaty provisions, trademark laws, patent laws and other proprietary rights laws (collectively, “Rights”). In addition to Aptitude’s Rights in individual elements of the Content, Aptitude or its licensors own a copyright in the selection, coordination and arrangement of the Content. You agree to maintain the Content in strict confidence for a period of five (5) years from the termination of these Terms of Use and shall not use it for any purpose other than Your own internal use. You will use at least the same degree of care as You employ with respect to Your own confidential information (but in no event less than reasonable care) and will take all necessary steps to prevent the Content or the nature or substance thereof from becoming available to others outside of Your ownorganization, or becoming public knowledge or in any way becoming available to any person, entity or agency who is not an Authorized User.

Aptitude grants You a nonexclusive, limited, nontransferable, nonsublicensable, revocable license to (i) access and use only the Platform and Content for your internal use only in the manner presented by Aptitude, and (ii) access and use Aptitude’s computer and network services offered within the Platform. This permission shall terminate automatically if You breach any provision of these Terms of Use. Aptitude does not grant You any permission to use the Content other than the permission expressly stated in these Terms of Use. All other use of Content from the Platform, including, but not limited to uploading, downloading, modification, publication, transmission, participation in the transfer or sale of, copying, reproduction, republishing, creation of derivative works from, distribution, performance, display, incorporation into another web site, reproducing the Platform (whether by linking, framing or any other method), or in any other way utilize any of the Content, in whole or in part, may not be made without Aptitude’s prior express written consent. You agree that any breach of these Terms of Use will cause substantial and irreparable injury and in the event of any such breach, in addition to any other available remedies, Aptitude shall have the right to specific performance and other injunctive and equitable relief without the necessity of proving damages, posting any bond or other security. Disclosure of information to the extent required by law is not in violation of this agreement, so long as You use reasonable efforts to promptly notify Aptitude and allow an opportunity to contest such disclosure.

Passwords

Aptitude may issue You or authorize You to establish for Your account one or more confidential usernames and passwords in connection with Your account for Your use and access of the Platform. You are solely responsible for maintaining the confidentiality of Your username and password and for all activities conducted through Your account using such passwords. You acknowledge and agree that Aptitude has no responsibility for verifying the identity of anyone using Your username and password, and Aptitude may provide access to Content to anyone using Your username and password. You acknowledge and agree the Content cannot be segregated. You may not permit any third party to access the Platform and Content using Your username and password and You may not use anyone else's account or password at any time whether or not You have the permission of the password holder. You are responsible for taking all steps to ensure that no unauthorized person shall have access to Your account, username or password. It is Your sole responsibility to (i) control the dissemination and use of username and password; (ii) authorize, monitor, and control access to and use of Your account, username and password; (iii) promptly inform Aptitude of any need to deactivate a password. You shall remain liable in all respects for any third party use of Your passwords and access to the Platform and the Content.

Aggregation Group Participation

Where You are a Buyer and You are not participating in Aptitude’s online direct contracting market directly but are participating through your membership in an group purchasing organization, network or other purchasing group (“Group”), You acknowledge and agree to the following:

• Participating Facilities and Buyer shall determine the process under which Buyer shall be authorized to act on behalf of the Facilities. Aptitude and Sellers shall be entitled to rely on Buyer’s actions on behalf of Facilities, and Facilities listed in a CPA by Buyer shall be bound to the terms of such CPA.
• Aptitude is an online direct contracting market and is not a group purchasing organization or other purchasing group. Any combination or other aggregation of purchasing volume is the sole responsibility of Group, and not Aptitude.
• Aptitude will provide You certain data analytic services and reports on Your purchasing through use of the Forum. You or your Group will submit Your purchasing data in a mutually agreeable format as necessary to verify Your compliance with purchasing commitments made through the Platform. You authorize disclosure of such data to Group for use in the Platform.

Usage of Your Data

You grant Aptitude and all other persons or entities involved in the operation of the Platform the right to transmit, monitor, retrieve, store, and use information and data provided by You through the Platform or otherwise provided to Aptitude (“Data”). You further agree that all Data may be used by Aptitude or its designees to populate databases (“Databases”) and reports generated from them (“Reports”), which Aptitude shall solely own. Aptitude may use Data in the Platform and for any other purpose, including, but not limited to, product and price identification; contract development, research information and for comparative analysis. Aptitude may also provide Your information to other users of the Platform. Aptitude may disclose information to its parent companies and any affiliates for use in the usual and customary operation of their business and in providing services.

U.S. Copyright Infringement Notification Procedure

If You believe any materials accessible on the Platform infringe Your copyright, You may request removal of those materials from the Platform by providing a copyright infringement notification to Aptitude. To file a copyright infringement notification with Aptitude, You will need to send a written communication that includes substantially the following information (please consult Your legal counsel or see Section 512(c)(3) of the United States Digital Millennium Copyright Act (DMCA) for more information on these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Platform are covered by a single notification, a representative list of such works on the Platform.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity which You are requesting be removed or access to which be disabled, and information reasonably sufficient to permit Aptitude to locate the material.
4. Information reasonably sufficient to permit Aptitude to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to the designated agent as follows:

DMCA Complaints
Attn: Aptitude Legal Department
Aptitude,LLC
290 E John Carpenter Freeway
Irving, TX 75062

Trademarks

There are a number of proprietary logos, service marks, trademarks, slogans and product designations found on the Platform. By making them available on the Platform, Aptitude is not granting You a license to use them in any fashion. Access to the Platform does not confer upon You any license under any of Aptitude’s or any third party's intellectual property rights.

APTITUDE and the Aptitude logo are trademarks of Aptitude, LLC. All other product or service names are the property of their respective owners.

No trademark or service marks of Aptitude may be used as a hyperlink without prior written permission.

Access to Information

You agree not to use any robot, spider, other automatic device, or manual process to monitor or copy the Platform or the Content contained therein without the prior express written permission from Aptitude. You further agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any transaction being conducted on the Platform.

The Content will be transmitted over a medium that may be beyond the control and jurisdiction of Aptitude and its suppliers. Accordingly, Aptitude assumes no liability for or relating to the delay, failure, interruption, or corruption of any Content or other information transmitted in connection with Your use of the Platform.

Submissions - Rules and Permission to Use

Any and all materials, including without limitation comment, feedback, ideas, concepts, suggestions, illustrations and other materials that You disclose or offer on or in connection with this Platform or any Content ("Submissions") are submitted by You without any restrictions or expectation of confidentiality. Aptitude is under no obligation to post or use any Submissions and may remove any Submissions at any time in its sole discretion. You hereby assign to Aptitude without additional consideration or further obligation, all rights now known or hereafter existing to use, allow others to use, or assign the right to use, the Submissions. You further agree that your Submissions may be used without restriction for any purpose whatsoever, commercial or otherwise, without compensation to You, including the right to use, reproduce, modify, adapt, publish, transmit, publicly perform or display, translate, create derivative works from, or otherwise communicate to the public the Submissions on this Platform or elsewhere by Aptitude and its assigns. You will not assert any proprietary right or moral right of any kind with respect to any Submissions.

You represent and warrant that:

• You own, or are otherwise lawfully authorized to use, all Submissions and portions thereof that you transmit to or through this Platform;
• any Submissions submitted by You will not contain any of the following material :
  • material that is false, factually inaccurate or misleading;
  • material that is defamatory, libelous, deceptive or fraudulent;
  • material that violates any U.S. or foreign law or regulation, including without limitation any law or regulation governing advertising or testimonials;
  • material that discriminates against, ridicules, harasses or disparages an individual or group for any reason, or on the basis of race, religion, national origin, gender, sexual orientation, marital status, age, disability or any other status that Aptitude deems inappropriate for the Platform;
  • material that violates any person’s privacy right;
  • material that infringes or violates any person’s copyright, trademark or other intellectual property right;
  • material that is obscene or derogatory; and
  • material that promotes violence, firearms, ammunition or weapons designed to inflict serious bodily harm;
  • material that Aptitude deems, in its sole discretion, objectionable or inappropriate for the Platform; and
  • use of any Submission, as permitted under the Terms of Use, does not and will not violate any U.S. or foreign law or regulation, including without limitation any law related to advertising or testimonials, any law concerning defamation, libel and privacy, and any copyright, trademark or other intellectual property law, and will not cause injury to any person or entity.

Links to Third Party Web Sites

The Platform may provide links to third-party web sites or resources. Aptitude makes no representations whatsoever about any other web site which You may access through the Platform. Because Aptitude has no control over such web sites and resources, You acknowledge and agree that Aptitude is not responsible for the availability of such external sites or resources and are not responsible or liable for any content, advertising, products, services or other materials on or available from such sites or resources. It is up to You to take precautions to ensure that whatever You select for Your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. References on this Platform to any names, marks, products or services of any third parties or hypertext links to third party sites or information are provided solely as a convenience to You, and do not constitute or imply an endorsement, sponsorship or recommendation of, or affiliation with the third party or its products and services. Aptitude makes no representation or warranty as to any third party content, products or services, and You agree that Aptitude shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any such third-party content, products or services available on or through any such web site or resource.

Notices

Notices to You may be made via either email or regular mail. Aptitude may also provide notices of changes to these Terms of Use or other matters by displaying notices or links to notices to You generally on the Platform.

Disclaimer of Warranty

APTITUDE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE REPORTS, DATABASES, CONTENT OF THE PLATFORM OR ANY OTHER WEB SITES OR RESOURCES LINKED TO OR FROM THE PLATFORM. YOU AGREE TO BE SOLELY RESPONSIBLE FOR THE RESULTS OF YOUR USE OF THE PLATFORM, CONTENT, DATABASES AND REPORTS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THE PLATFORM. THIS PLATFORM AND THE CONTENT IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, APTITUDE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APTITUDE BEFORE OR AFTER THE EFFECTIVE DATE SHALL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY, OR TO CREATE ANY WARRANTY.

Indemnification

To the maximum extent allowed under law, You agree to defend, indemnify, and hold Aptitude, its officers, directors, employees, agents, customers, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, (a) any material posted or otherwise provided by You that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; (b) any misrepresentation made by You in connection with Your use of the Platform; (c) any non-compliance by You with the terms and conditions of this Terms of Use; and (d) claims regarding any liability, loss, claim and/or expense arising from or related to Your access and use of the Platform, including information obtained through the Platform.

Limitation of Liability

TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, APTITUDE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE PLATFORM, ITS CONTENT OR LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, AND ALL OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES EVEN IF APTITUDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, APTITUDE’ TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT OR OTHERWISE, ARISING OUT OF YOUR USE OF THE PLATFORM, ITS CONTENT OR LINKS, SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS. YOUR REMEDIES UNDER THESE TERMS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED HEREIN.

Revisions

Aptitude may modify, suspend, withdraw or discontinue, temporarily or permanently, the Content, in whole or in part, at any time without notice. You agree that Aptitude shall not be liable to You or to any third party for any modification, suspension, withdrawal or discontinuance of the Content. Aptitude may, in its sole discretion, at any time revise or update these Terms of Use without notice to You by updating this posting. Any aspect of the Platform may be changed, supplemented, deleted or updated without notice at the sole discretion of Aptitude. You can review the current Terms of Use available on Aptitude platform’s Agreements webpage. You agree to be bound by any such revisions and You agree to periodically visit this page to determine the then-current Terms of Use to which You are bound. Your continued use of the Platform after Aptitude has updated this posting constitutes Your agreement to the revision.

Termination

You agree that Aptitude, in its sole discretion, may terminate or restrict Your use or access to the Platform (or any part thereof) for any reason, including, without limitation, that Aptitude believes You have violated or acted inconsistently with these Terms of Use.

General Information

These Terms of Use constitute the entire agreement between You and Aptitude governing Your use of the Platform and the Content, and supersede any prior agreements between You and Aptitude relating to Your use of the Platform. To the extent that there are separate agreements between You and Aptitude these Terms of Use shall be a supplemental and not a conflicting agreement. These Terms of Use shall control for the access and use of this Platform and the associated services. You acknowledge that, in providing you access to and use of this Platform and the Content, we have relied on your acceptance of this Terms of Use.

If any provision of these Terms of Use is held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of these Terms of Use.

The failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

By accessing the Platform You agree that the statutes and laws of the United States and the state of Texas, USA, without regard to conflicts of laws principles, will apply to all matters relating to Your use of the Platform and these Terms of Use. Notwithstanding the previous sentence, if You are a public entity who is required to use the laws of your state for all contracts, such law shall govern.

The section titles in these Terms of Use are for convenience only and have no legal or contractual effect.

Violations

Please report any violations of these Terms of Use at "info@aptitude.com".

Date Last Updated: July 2, 2014