CVS Health Assets Library Terms & Conditions

Effective Date: December 1, 2021

• Read these Terms of Use (this "Agreement") for important information about our Service (as defined below).
• Please read this Agreement carefully and completely before using the CVS Health Assets site,  currently located at https://CVSAssets.CVSHealth.com (the "Site") or any services, functionality, content, or information provided through or in connection with the Site by or on behalf of CVS Pharmacy, Inc. (together with the Site, collectively, the "Service"). By tapping or clicking "I agree," "I accept," or any other similar button or box with respect to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement, which is by and between you and CVS Pharmacy, Inc. ("CVS," "us," or "we"), and which incorporates by this reference any additional terms and conditions posted by CVS through the Service, or otherwise made available to you by CVS. For clarity, this Agreement does not govern (a) any sale by you of any products or services to CVS or its affiliate (the provision of any of which is governed by one or more separate agreements between, on the one hand, you and, on the other hand, CVS or one of its affiliates (each, a "Supply Agreement")), or (b) your use of other sites or apps (including services on other sites or apps) operated by CVS or any of its affiliates, such as www.cvs.com (the use of which is governed by a separate Terms of Use currently available here). The information and resources contained on and accessible through the Service are made available by CVS and its suppliers and vendors, and other third parties, in each case subject to your agreement to the terms and conditions of this Agreement. If you enter into any other agreement with CVS or any of its affiliates including, but not limited to, a Supply Agreement, then this Agreement is in addition to, and does not amend, the terms of such other agreement.

• THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN COURT PROCEEDINGS OR CLASS ACTIONS.

• IF YOU ARE ACCESSING OR OTHERWISE USING THE SERVICE ON BEHALF OF, OR FOR THE BENEFIT OF ANY COMPANY, CORPORATION, PARTNERSHIP, ORGANIZATION, OR OTHER ENTITY OTHER THAN CVS OR ITS AFFILIATE (AN "ORGANIZATION"). YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT; IF YOU DO NOT HAVE SUCH LEGAL AUTHORITY, SUCH ORGANIZATION WILL NOT ACCESS, USE, OR OTHERWISE BENEFIT FROM THE SERVICE. References to "you" and "your" in this Agreement will refer to both the individual using the Service and any such Organization.

• ACCESS TO AND USE OF THE SERVICE IS LIMITED TO CVS SUPPLIERS AND THEIR CURRENT PERSONNEL WHO ARE AUTHORIZED BY SUCH SUPPLIERS TO ACCESS AND USE THE SERVICE, AND TO CURRENT EMPLOYEES AND APPROVED CONTRACTORS OF CVS OR ITS AFFILIATE ("AUTHORIZED USERS"); ANY OTHER INDIVIDUALS ARE NOT AUTHORIZED TO ACCESS OR USE THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED USER. YOU ACKNOWLEDGE THAT IF, AT ANY POINT OF TIME, YOU CEASE BEING AN AUTHORIZED USER (E.G., IF YOU HAVE BEEN ACCESSING OR USING THE SERVICE AS AN EMPLOYEE OF A SUPPLIER, AND YOU CEASE BEING AN EMPLOYEE OF SUCH SUPPLIER), YOUR RIGHT TO ACCESS AND USE THE SERVICE WILL IMMEDIATELY TERMINATE AND YOU AGREE TO IMMEDIATELY STOP ALL ACCESS TO AND USE OF THE SERVICE.

• YOU ACKNOWLEDGE AND AGREE THAT, TO BE AN AUTHORIZED USER OF THE SERVICE, YOU MUST HAVE RECEIVED FROM CVS OR YOUR ORGANIZATION A USER ID; IF YOU HAVE NOT SO RECEIVED A USER ID, YOU ARE NOT AUTHORIZED TO USE THE SERVICE AND YOU AGREE TO IMMEDIATELY STOP ALL ACCESS TO AND USE OF THE SERVICE.

• We may update this Agreement at any time, and may notify you of such updates by any reasonable means, including by posting the updated Agreement to the Site. Any changes in updating this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the updated Agreement, or otherwise notified you of such updated Agreement. The "Last Updated" legend above indicates when this Agreement was last changed. YOU AGREE TO PERIODICALLY REVIEW THIS PAGE TO DETERMINE IF THIS AGREEMENT HAS BEEN UPDATED. YOUR CONTINUED USE OF THE SERVICE FOLLOWING ANY UPDATES TO THIS AGREEMENT SHALL CONSTITUTE NOTICE AND ACCEPTANCE OF THE UPDATED AGREEMENT.

• Submission and Review of Product Materials
• You acknowledge and agree that you, not CVS, are responsible for any product information and images (including without limitation information and images with respect to retail fixtures, equipment, accessories, millwork, signs, or graphics) that you submit through or in connection with the Service ("Product Materials"). You agree to provide true, accurate, current, and complete Product Materials, and to maintain and promptly update Product Materials in order to ensure that Product Materials remain true, accurate, current, and complete.
• You represent, warrant, and agree that (a) you own Product Materials or otherwise have all rights necessary to grant the licenses granted to CVS under this Agreement with respect to Product Materials, and (b) Product Materials, your provision thereof to us, and our use of Product Materials in accordance with the rights granted to us under this Agreement do not infringe or violate any rights of any party or violate this Agreement.
• CVS has no obligation of any kind to review Product Materials, or approve Product Materials to be made available through the Service. If CVS elects, in its sole discretion, to review Product Materials, any CVS approval of such Product Materials to be made available through the Service (a) is not an endorsement of such Product Materials or the products described therein; (b) does not create any obligation of any kind for CVS or any of its affiliates to purchase any of your products; (c) does not eliminate or alter any of your obligations, representations, or warranties under this Agreement with respect to such Product Materials; and (d) can be revoked at any time, in CVS's sole discretion, for any or no reason.

• Materials
• For purposes of this Agreement, (a) "Materials" includes user IDs, email addresses, passwords, comments, photographs, images, graphics, text, documents, and data, and any other forms of materials or information submitted, posted, or transmitted by Service users through or otherwise in connection with the Service (e.g., by email to CVS), regardless of whether such information is made available to other Service users, but in each case excluding any such materials or information that we provide or otherwise make available; and (b) "Your Materials" includes those Materials submitted, posted, or transmitted by you through or otherwise in connection with the Service.
• The Service is not designed or intended to be used as a disaster recovery or emergency data storage facility and you are responsible for creating and maintaining copies of Your Materials prior to posting, uploading, or otherwise submitting such Materials through the Service.
• CVS has no obligation of any kind with respect to Materials and is not required to assess or otherwise determine the validity or legitimacy of the Materials or any complaints or demands that we may receive regarding any Materials that you or others may make available in connection with the Service (including Materials posted or submitted to the Service), and CVS may take any remedial action with respect to any Materials that it considers, in its sole discretion, to be appropriate.
• CVS DOES NOT CONTROL THE MATERIALS POSTED OR SUBMITTED TO THE SERVICE, NOR DO WE HAVE ANY OBLIGATION TO (A) MONITOR, SCREEN, POLICE, EDIT, OR ACKNOWLEDGE RECEIPT OF THOSE MATERIALS FOR COMPLIANCE WITH APPLICABLE LAWS, THIS AGREEMENT, OR OUR POLICIES, PROCEDURES, STANDARDS, OR GUIDELINES, OR (B) APPROVE THOSE MATERIALS TO BE MADE AVAILABLE THROUGH THE SERVICE. MATERIALS SUBMITTED BY OTHER USERS MAY BE MISLEADING, INACCURATE, INCOMPLETE, OBJECTIONABLE, HARMFUL, OR DECEPTIVE, AND IF YOU CHOOSE TO MAKE ANY OF YOUR OR ANOTHER PERSON'S PERSONALLY IDENTIFIABLE OR OTHER INFORMATION AVAILABLE TO OTHER USERS THROUGH THE SERVICE, YOU DO SO AT YOUR OWN RISK. YOU SHOULD USE CAUTION AND COMMON SENSE WHEN USING THE SERVICE.

• Disclaimer of Warranty
• Although CVS reserves the right to correct any errors, omissions, or inaccuracies, we do not accept any responsibility for the accuracy, reliability, currency, or completeness of any information, content, materials, services, products, merchandise, functionality, or other resources (collectively, "Resources") available on or accessible through the Service (even typographical or imaging errors), including the substance, accuracy, or sufficiency of any service or product information listed on the Service. Further, we do not represent that the Service will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Service. CVS also does not accept any responsibility for unauthorized access by third parties to user transmissions or Materials, or for technical failures in connection with user transmissions or Materials.
• CVS does not accept any liability for the consequences arising from the application, use, or misuse of any Resources contained on or made available through the Service, including any injury and/or damage to any person or property as a matter of product liability, negligence, or otherwise.
• Your use of (including any access to) the Service and any other Internet sites, including any Resources contained on, or otherwise made available by, them, is solely at your own risk.
• CVS makes no guarantees, and disclaims any implied warranty or representation regarding, the Resources or the Service, or any Resource's or the Service's accuracy, relevance, timeliness, completeness, reliability, security, or appropriateness for a particular purpose.
• CVS DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION, CONTENT, SERVICES, PRODUCTS, MERCHANDISE, MATERIALS, FUNCTIONALITY, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, MERCHANDISE, MATERIALS, FUNCTIONALITY, AND OTHER RESOURCES ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
• Without limiting the generality of the foregoing, CVS makes no representation or warranty that the quality of any Resources made available or obtained through the Service will meet your expectations, or that any password protection or other security measures will prevent unauthorized access to Materials.

• Limitation of Liability
• TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CVS, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS (COLLECTIVELY, "CVS PARTIES") BE LIABLE FOR ANY DIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION, OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, ANY DEFECTS IN THE SERVICE, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• CVS does not guarantee the accuracy, reliability, currency, or completeness of any information or content available on or through the Service, and shall not be liable in any way to you or anyone else who may use or otherwise rely upon the information or content or to whom the information or content may be furnished, for any delays, inaccuracies, unavailability, errors, or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasioned thereby
• THE OPERATION OF THE SERVICE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND CVS'S CONTROL. THE OPERATION OF THE SERVICE, WHETHER BY OR ON BEHALF OF CVS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO MATERIALS.
• THE MAXIMUM AGGREGATE LIABILITY OF THE CVS PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY YOU SOLELY FOR THE RIGHT TO USE THE PARTICULAR INFORMATION OR SERVICE PROVIDED BY CVS HEREUNDER OR $25, WHICHEVER IS GREATER.
• You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Service would not be provided to you absent such limitations.

• Indemnification
• You hereby agree to indemnify, defend, and hold the CVS Parties harmless from any liability, loss, claim, and expense (including reasonable attorneys' fees) related to or arising out of your use of the content on the Service, any of Your Materials, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

• Changes to the Service
• CVS may change or modify the information, services, products, materials, and any other Resources contained on or accessible through the Service, may charge, modify, or waive any fees required to use the Service (including any portion thereof), or discontinue the Service altogether, at any time without notice.

• Your Obligations
• You agree to use the Service only for lawful purposes. You agree not to interrupt or attempt to interrupt the operation of the Service in any way. Any conduct by you that, in our sole discretion, restricts, inhibits, or interferes with the ability of any other user to enjoy the Service (including by means of hacking or defacing any portion of the Service, or by engaging in spamming, flooding, or other disruptive activities, including with respect to the servers or networks used to make the Service available) is prohibited. You are strictly prohibited from communicating on or through the Service (including in connection with any of Your Materials) any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. We reserve the right to terminate or suspend your use of (including any access to) the Service, or parts of the Service, without notice, if we believe, in our sole discretion, that it is in violation of this Agreement, our requirements, or any applicable law, or it is harmful to our interests or the interests, including intellectual property or other rights, of another user or any other third party, including any of our partners, affiliates, sponsors, providers, licensors, or merchants.
• You must not post, transmit, or otherwise make available through or in connection with the Service any virus or other computer code, file, or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.
• You agree to provide true, accurate, current, and complete information in connection with the Service. It is your responsibility to maintain and promptly update this information (including in connection with any of your products or services) to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and refuse any and all current and future use of the Service. Because any termination of your access to the Service may be effected without prior notice, you acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and bar any further access to such files or the Service. Furthermore, you agree that we shall not be liable to you or any third party for any termination of your access to your account or the Service.
• YOU WILL BE ASKED TO SUPPLY A USER ID AND PASSWORD AND OTHER INFORMATION (WHETHER PROVIDED BY YOU OR PROVIDED TO YOU BY YOUR ORGANIZATION, CVS, OR OTHERWISE) TO USE ALL OR PART OF THE SERVICE. YOU AGREE THAT YOU ARE NOT AUTHORIZED TO, AND YOU WILL NOT SEEK TO (INCLUDING BY ANY ATTEMPT TO CIRCUMVENT THE SECURITY MESURES OF THE SERVICE OR BY USING THE USER ID OR PASSWORD OF ANOTHER USER), ACCESS OR USE ANY RESOURCES, FUNCTIONALITY, OR ANY PORTION OF THE SERVICE THAT IS NOT MADE AVAILABLE TO YOU BY OR ON BEHALF OF CVS THROUGH THE SERVICE IN CONNECTION WITH YOUR USER ID AND PASSWORD. We may refuse to grant you a user ID that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. For security reasons, user IDs and passwords must be non-obvious, hard-to-guess, confidential, and changed on a regular basis, and you must log out at the end of each session. You are responsible for maintaining the confidentiality of your user ID and password and are fully responsible for all activities that occur in connection with your user ID or password such that, for all purposes under this Agreement, any activities in connection with your user ID or password will be deemed to be your activities. You agree to immediately notify us of any unauthorized use of either your user ID or password or any other breach of security. You further agree that you will not permit others, including those whose accounts have been terminated, to access or use the Service using your user ID or password, and you will not access or use the Service using another user's user ID or password. All user IDs and passwords remain the property of CVS, and may be cancelled or suspended at any time by CVS without any prior notice or any liability to you or any other person. CVS is not under any obligation to verify the actual identity or authority of the user of any user ID or password. If CVS, in its sole discretion, considers a password to be insecure, then CVS may cancel the password (but has no obligation to do so). Without limiting the foregoing, if you are an Organization, (a) you acknowledge and agree that all of your Authorized Users will have the authority to act in your name and on your behalf with respect to such Authorized Users' activities in connection with the Service, (b) you hereby authorize any and all submissions, instructions, authorizations, and other acts initiated through the use of any user ID or password associated with any of your Authorized Users, and (c) you will ensure that all of your Authorized Users comply with this Agreement.
• You must respond promptly to all email and other correspondence from CVS, including without limitation email and correspondence concerning complaints or concerns regarding your use of the Service and the use of your account.
• Your submission of information through the Service is governed by our Privacy Policy for the Service, located at https://cvshealthbrandcenter.com/PrivacyPolicy ("Privacy Policy"), which, among other things, explains how we seek to protect the privacy of the personal information that you provided to us through the Service. You acknowledge and agree that it is your responsibility to ascertain and obey all applicable laws regarding your use of the Service, and if you submit any personal information relating to another person to us, you represent and warrant that you have the authority to do so and to permit us to use and disclose such information in accordance with the Service's Privacy Policy.
• When participating in any surveys or other promotions (collectively, "Promotions") that may be offered through the Service, you are urged to review the official rules and regulations governing those Promotions (if applicable) and the Privacy Policy. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern with respect to that Promotion.
• You are responsible for obtaining, maintaining and paying for all hardware, software, and all telecommunications and other services needed for you to use the Service.

• Your Confidentiality Obligations
• You agree that you will, and will cause each of your employees, representatives, subcontractors and affiliates to, maintain in confidence all information disclosed to you in connection with your use of the Service (such information, "Confidential Information") using at least the same degree of care that you use to protect your own confidential and proprietary information (but in no event less than reasonable care), except that such information will not constitute Confidential Information to the extent that such information: (a) is or becomes through no fault of yours, your affiliates, or you or your affiliates' respective employees, representatives, or subcontractors generally available to and known by the public; (b) was legally acquired by you, your affiliates or yours or your affiliates' respective employees, representatives, or subcontractors from an unaffiliated third party who had a right to convey the same without any obligation prohibiting such disclosure; (c) was independently developed by you without use of, reliance upon or reference to any information disclosed to you by the Service; or (d) was rightfully known to you prior to the time of your first use of the Service. You agree that you will, and will cause each of your employees, representatives, subcontractors and affiliates to, (i) use Confidential Information solely in connection with your supply of products and services to CVS and (ii) disclose Confidential Information only to those of your affiliates and you and your affiliates' employees, representatives, and subcontractors with a need to know such Confidential Information for your supply of products and services to CVS. Notwithstanding the foregoing, you may disclose Confidential Information solely to the extent required to be disclosed by court order or other requirements of applicable law, provided that prior to any such compelled disclosure, you will give us reasonable advance written notice of such anticipated disclosure and will cooperate (at no cost or expense to you) with us in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of Confidential Information (but then only that portion of such Confidential Information, and only to the extent necessary, to comply with any such order or applicable law). You agree that you will cooperate with any effort by CVS to obtain an appropriate protective order (at our cost and expense, unless we are otherwise entitled to be indemnified under this Agreement for such costs and expenses) or other reasonable assurance that confidential treatment will be accorded such information.

• Termination
• This Agreement is effective until terminated by either party. If you no longer agree to be bound by this Agreement, you must cease your use of the Service, including any access thereto. Your use of the Service is at your sole risk. If you are dissatisfied with the Service, its content, or any of the terms, conditions, and policies of this Agreement, your sole and exclusive legal remedy is to discontinue using the Service.
• If you breach any provision of this Agreement, then you may no longer access or use the Service.
• CVS may at any time and for any reason, with or without cause, and in their sole discretion, immediately: (i) suspend or terminate (in whole or in part) your authorization to use the Service and any membership and account you may have; (ii) suspend or terminate and permanently delete and destroy any user ID, password, URL, IP address, or domain name; (iii) remove from the Service and permanently delete and destroy any Materials (or any components thereof) that you or others may have posted or submitted to the Service (and for purposes of this Agreement, "posted" and "submitted" includes transmission on or through the Internet and in hardcopy format through facsimile or post) for any reason or no reason; (iv) restrict access to the Materials posted or submitted to the Service (including Your Materials) and to any account you may have; and (v) prohibit you from any future use of the Service; all without any prior notice or liability to you or any other person.
• If this Agreement is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you in respect of your prior use of the Service (and any unauthorized further use of the Service), including payment of any charges accrued in connection with use of the Service and your indemnification obligations; (b) CVS may immediately remove from the Service and permanently delete and destroy any Materials that you or others may have posted or submitted to the Service without any prior notice or liability to you or any other person; (c) any fees and charges previously paid by you for unused services will not be refunded; and (d) any rights or licenses granted to us under this Agreement will survive such termination.

• Proprietary Rights
• Subject to your compliance with this Agreement, CVS grants to you, solely for so long as you are permitted by us to use the Service, a limited, revocable, non-exclusive, non-transferable license to access, use, and display the Service (including any content or other materials generally made available through the Service to users of the Service) solely for your own internal use in connection with the supply of products and services to CVS. No title, rights, or interests in any content or other materials made available by the Service (other than Your Materials, to the extent of your title, rights, and interests in such materials) are afforded to you; to the extent that you are authorized to download any such materials via the Service, any such downloaded materials will only be for your own internal use in connection with the supply of products and services to CVS.
• As between you and CVS, CVS owns the Service and all the content on the Service other than Your Materials (to the extent that such materials do not incorporate content or information owned by CVS or its affiliates), including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of such material. The Service and, other than Your Materials (to the extent that such materials do not incorporate content or information owned by CVS or its affiliates), all the content on the Service is subject to trademark, service mark, copyright, and/or other intellectual property rights held by CVS. Any trademark or copyright notices may not be deleted or altered in any way. CVS's trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of CVS, or in any manner that is likely to cause confusion or otherwise violate our rights. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.
• Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting, creating derivative works of any content available through the Service (other than Your Materials, to the extent that such materials do not incorporate content or information owned by CVS or its affiliates), or posting or otherwise making available such content (including selected portions of this content) in any manner on any network computer, broadcast media, or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of CVS is strictly prohibited. You hereby agree not to (a) reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit the Service (including any portion thereof) for any purpose, except to the extent expressly authorized herein, or (b) collect any information about Site visitors or users of the Service, or otherwise systematically download and store Service content. You represent, warrant, and agree that you will not send, submit, upload, post, reproduce, transmit, or distribute any communication, content, or other Materials of any type through or in connection with the Service or otherwise to CVS that infringes or violates any rights of any party or violates this Agreement.
• If you submit or otherwise provide to CVS any communications, content, or other Materials, including, without limitation, any personal or commercial information, idea, concept, or invention, you hereby grant to CVS an irrevocable, unrestricted, worldwide, perpetual, sublicensable (through multiple tiers), royalty-free license to use, reproduce, display publicly, perform, publish, transmit, distribute, modify, create derivative works of, and otherwise exploit such Materials in any medium and for any purpose, and you further agree that CVS is free to (but has no obligation to) use any ideas, concepts, or know-how that you or individuals acting on your behalf provide to CVS in accordance with the foregoing license grant. You further irrevocably waive any "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding Materials, ideas, concepts, or know-how provided to CVS that you may have under any applicable law under any legal theory.

• Electronic Communications
• When you send emails or other electronic messages to us or in connection with the Service, you are communicating with us electronically and consent to our storage, review, and analysis of such messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

• Location Based Services
• If you enable location-based services on your computer or other device in connection with your use of the Service, you expressly consent to CVS or its suppliers or vendors collecting the precise location information of your device. This information may be used in accordance with the Privacy Policy for the Service. Please see the Privacy Policy for further information.

• Telephone, Text, and Fax Policy
• By providing your residential or wireless phone and/or fax number(s) to CVS, you expressly consent to receive marketing and non-marketing autodialed and/or prerecorded calls, text messages and faxes (including fax advertisements) from or on behalf of CVS at the number(s) provided. Your consent to receive calls or texts on your wireless device is not a condition of any purchase. Consent may be revoked at any time by calling the toll-free number at [1-800-SHOPCVS] or faxing your opt-out request to [1-401-652-0893]. You may also send an opt-out request via email to [do_not_call@cvscaremark.com] with the phone and/or fax number you wish to opt-out. Your wireless carrier's standard message and data rates may apply.

• Third Party Resources
• The Service may contain links to, or otherwise make available, third-party sites, services, products, information, content, materials, merchandise, functionality, and/or other resources ("Third Party Resources"). These links and access are provided for your convenience and reference only. We do not control such Third Party Resources and, therefore, we are not responsible for such Third Party Resources, or any content posted on or made available by such Third Party Resources. Be aware that CVS does not control, makes no guarantees about, and disclaims any express or implied representations or warranties about such Third Party Resources, including without limitation the security of any Materials, or the accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the information or the resources contained on or made available by such Third Party Resources or any other Internet sites. We reserve the right to terminate such links or such access at any time. The fact that the Service includes such links or access should not be construed in any way as an endorsement, authorization, or sponsorship of such Third Party Resources, or any content made available thereby. Because some Third Party Resources employ automated search results or otherwise link you to Third Party Resources containing information that may be deemed inappropriate or offensive, we cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in or made available by Third Party Resources, and you hereby irrevocably waive any claim against us with respect to such Third Party Resources. Your use of any Third Party Resources is at your own risk and is subject to any additional terms, conditions, and policies applicable to such Third Party Resources (such as Terms of Service or Privacy Policies of the providers of such Third Party Resources).

• Governing Law
• This Agreement, your use of (including access to) the Service, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the laws of the United States (including federal arbitration law) and the State of New York, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods.

• Dispute Resolution
  
• EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU, ON THE ONE HAND, AND CVS OR ITS SUPPLIERS OR VENDORS, ON THE OTHER HAND, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND YOU AGREE THAT CVS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (currently available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf) as amended by this Agreement. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. If you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, CVS will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.
  With the exception of any of the language above in this Dispute Resolution provision relating to the waiver of class and representative actions, if a court decides that any part of this Dispute Resolution provision is invalid or unenforceable, the other parts of this Dispute Resolution provision shall still apply. If a court decides that any aspect of the language above in this Dispute Resolution provision relating to the waiver of class and representative actions is invalid or unenforceable, then the entirety of this Dispute Resolution provision shall be null and void. The remainder of the Agreement will continue to apply and be unaffected by this severability provision.

• Copyright Infringement Claims: Notice and Take-Down Procedures
• 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. If you believe in good faith that materials available on the Service infringe your rights under U.S. copyright law, you (or your agent) may send to CVS a written notice by mail, e-mail, or fax, requesting that CVS remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to CVS a counter-notice. Notices and counter-notices must be sent in writing and meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov/ for details), which, with respect to notices of infringement, currently include, among other requirements, the following:
• 1. Sufficient information identifying the copyrighted work(s) believed to be infringed.
• 2. Sufficient information identifying the allegedly infringing material(s) and the location of such material(s) in order to permit CVS to locate such material(s).
• 3. A statement from the owner (or the owner's authorized representative) of the copyrighted work(s) believed to be infringed that such owner or authorized representative has a good faith belief that the allegedly infringing materials are used in a manner not authorized by the copyright owner, its agent, or the law.
• 4. Contact information for the complaining party, including a mailing address, a telephone number, and, if available, an email address.
• 5. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on the copyright owner's behalf.
• 6. A signature or the electronic equivalent from the owner (or the owner's authorized representative) of the copyrighted work(s) believed to be infringed.
• Notices and counter-notices must be sent in writing to CVS's DMCA agent as follows:
• Mail:CVS/pharmacy, One CVS Drive, Woonsocket, R.I. 02895 Mail Code 1160
  Email: DMCA@cvshealth.com
  Fax: 401-765-7887
• CVS's DMCA agent can also be reached at the following phone number: 401-765-1500.

• Forward-Looking Statements
• The Service may contain or make available forward-looking statements within the meaning of the federal securities laws. In addition, CVS Health Corporation and its subsidiaries, including CVS (collectively, "CVS Group"), and its and their representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in CVS Health Corporation's filings with the U.S. Securities and Exchange Commission ("SEC") and in the CVS Group's reports to stockholders, press releases, webcasts, conference calls, meetings, and other communications. Generally, the inclusion of the words "believe," "expect," "intend," "estimate," "project," "anticipate," "will," "should," and similar expressions identify statements that constitute forward-looking statements. All statements addressing operating performance of CVS Health Corporation or any subsidiary, events, or developments that the CVS Group expects or anticipates will occur in the future, as well as statements expressing optimism or pessimism about future operating results or events, are forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are and will be based upon management's then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The CVS Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in CVS Health Corporation's SEC filings, including those set forth in the Risk Factors section of CVS Health Corporation's current Form 10-K filed with the SEC. There can be no assurance that CVS Health Corporation has correctly identified and appropriately assessed all factors affecting its business. Additional risks and uncertainties not presently known to CVS Health Corporation or that it currently believes to be immaterial also may adversely impact the CVS Group. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the CVS Group's business, financial condition, and results of operations. For these reasons, you are cautioned not to place undue reliance on the CVS Group's forward-looking statements.

• General Information
• In addition to the rights and privileges described in the terms, conditions, and policies outlined above, we further reserve the right to elect to electronically monitor areas of the Service and may disclose any content, records, or electronic communication of any kind if required to do so by any law, regulation, or government request, if we believe that such disclosure is necessary or appropriate to operate the Service, or to protect our rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors, or merchants. If alerted to allegedly infringing, defamatory, damaging, illegal, or offensive content, we may investigate the allegation and determine in our sole discretion whether to remove or request the removal of such content from the Service.
• We control the Service from our corporate offices within the United States of America, and the Service is not intended to subject CVS to any non-U.S. jurisdiction or law. By using (including any access to) the Service you agree that such use (including any such access) is subject to the terms, conditions, and policies of this Agreement as well as applicable laws. The Service may not comply with legal requirements of foreign countries. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States of America. Any portion of the Service or any other product or service provided by CVS is void where and to the extent prohibited by law, and you may not use the Service where it would be illegal to do so. We may limit the availability of the Service at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.
• Our failure to insist upon strict performance of any provision of this Agreement shall not be construed as an implicit waiver of any provision or right.
• If any part of this Agreement is ruled to be unenforceable, then such part shall be severed, with the remainder of the Agreement remaining in full force and effect. This Agreement constitutes the entire agreement between you and CVS governing your use of the Service. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction.
• We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers . Please note that CVS does not endorse any of the products or services listed on such site.
• California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

• Contact Us
• If you have a question or complaint regarding the Service, please contact us at CVSDAMSupport@CVSHealth.com