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  The Services and the Grapevine Platform and any features, information, or content available therein, may be changed, withdrawn, or terminated at any time in our sole discretion without notice to User.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.

1. 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.

2. 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.  

1. 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.

2. 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”).  

3. 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: 

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

2. 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;

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

4. 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;

5. 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;

6. 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);

7. 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;

8. 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;

9. 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”);

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

11. Violate any Applicable Laws;

12. 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;

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

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

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

16. 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;

17. 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;

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

19. 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.

1. 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.

2. Registration, User Responsibilities, and Security.

1. 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@gograpevine.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.

2. 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.

3. 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.

1. 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. 

2. 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.

3. 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.

4. Representations and Warranties. 

1. 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.  

2. 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.

3. 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.

4. 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.

5. 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.

1. 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.

2. 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.

3. 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.

4. Miscellaneous.

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.