SITE LICENSE AGREEMENT

(Revision Date: June 11, 2004)

This License Agreement (“Agreement”) is entered into by and between Safety Net Hospitals for Pharmaceutical Access (“SNHPA” or “Publisher”) and “Customer.”  This Agreement shall apply to Customer’s and each User’s access to and/or use of any SNHPA electronic and/or hard copy publication of The Federal Drug Discount and Compliance Monitor to which Customer has subscribed (collectively the “Licensed Products”).

Access to and/or any use of the Licensed Products will constitute acceptance of all terms and conditions contained herein.  This Agreement incorporates by reference all applicable Order Forms or Subscription Forms, including any agreement, invoice, purchase order, or subscription confirmation detailing the terms of Customer’s subscription to one or more of the Licensed Products.  If you do not agree with the terms and conditions stated herein, immediately contact SNHPA (Katie O’Dowd at 202-552-5853) to discontinue access.  Renewal of any Subscription for any Licensed Product following any changes to this Agreement will constitute acceptance of those changes.

1. License.  SNHPA grants to Customer and each authorized User a non-exclusive, non-transferable, limited right to access and use the Licensed Products in accordance with this Agreement.  Customer is solely responsible for selecting, purchasing, installing and maintaining the hardware, equipment and software necessary to use the Licensed Products.
    
2. Customer.  The term “Customer” shall include any individual subscriber, as well as all Users of a company or organization authorized to have access to the Licensed Products.  The terms and conditions of this Agreement shall apply to each such User.  If requested by SNHPA, Customer will identify in writing the names and addresses of each such User.
    
1. If applicable, the number of Users and/or locations must not exceed the maximum number of users and/or locations specified on the Order Form.
    
2. Users must be employees of Customer and shall not include third parties such as consultants, contractors and subcontractors.
    
3. Payment.  At the beginning of the Subscription Term, SNHPA will send an invoice to Customer to one designated billing address.  If Customer upgrades a Subscription (e.g., increases the number of authorized Users), SNHPA will invoice Customer for additional Subscription Fees at the prices in effect at the time of the charge, on a pro rated basis over the remainder of the current Subscription Term.  All Subscription Fees listed on the Order Form are exclusive of any applicable taxes.  SNHPA may be required by law to collect all state and local sales, use or similar taxes that apply to Customer’s Subscription.  Unless the Customer provides SNHPA with a valid, complete and signed tax exemption certificate applicable to the Licensed Product’s ship-to location, Customer is responsible for paying applicable sales and other taxes associated with the Subscription.  If applicable, a separate charge for these taxes will be shown on the invoice.  Customer agrees to promptly pay such invoice or allow SNHPA to promptly deduct the cost of the invoice from Customer’s credit card prior to SNHPA providing Customer with the applicable Licensed Products.
    
4. Renewals.  SNHPA reserves the right to revise its prices for renewal Subscriptions at any time and without notice.   Customer’s payment of any renewal invoice will constitute acceptance of the renewal price and the renewed Subscription, which will continue to be otherwise governed by this License Agreement (including any applicable Order Form).  The conditions of payment described in section 3 shall apply to all payments of renewal invoices.
    
5. Copyright.  The Licensed Products contain proprietary Content of SNHPA that is protected by copyright and other laws respecting proprietary rights.  The Licensed Products also may contain similarly protected licensed proprietary material of third party licensors.  SNHPA and its licensors retain all rights in the Licensed Products, including (without limitation) all copyright and other proprietary rights worldwide in all media.  Customer and Users may not use the Licensed Products except as expressly permitted under this Agreement and under U.S. copyright laws.  Customer is responsible for making Users aware of the SNHPA copyright warning and guidelines.  SNHPA reserves the right to revise its copyright guidelines and policies at any time.
    
6. Use of the Licensed Products.  Authorized end users may access the Licensed Products for their individual use only as permitted by this Agreement and any SNHPA policies provided to Customer.  The Licensed Products are protected by U.S. copyright law.  Unless otherwise authorized in writing by SNHPA, reproduction, photocopying, storage, transmission or any other sharing with any unauthorized third party of any portion of this newsletter by any means (including electronic redistribution) is strictly prohibited, except with the prior written permission of SNHPA and payment of any applicable licensing fee.  Violation of copyright may result in legal action, including civil and/or criminal penalties and immediate suspension or revocation of subscription services without refund.  Those desiring authorization to copy or use any portion of this newsletter should contact Katie O’Dowd at katie.odowd@safetynetrx.org or 202-552-5853.
    
1. Customer is expressly prohibited from placing or installing any portion of the Licensed Products on any electronic media, including, but not limited to, local or wide area networks, multiple processing units, multiple site arrangements, list servers, online services, electronic bulletin boards or forums, web sites, or any other server that is Internet-enabled, without prior written permission from SNHPA and payment of any applicable license fee.
    
2. Customer and each User acknowledge that the Licensed Products (and the licensed materials contained therein) are highly proprietary in nature and that unauthorized copying, transfer or use may cause SNHPA or its licensors irreparable injury that cannot be adequately compensated for by means of monetary damages.  Customer and each User agree that SNHPA may enforce any breach of this License Agreement by Customer or any User by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.  Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
    
7. Disclaimer of Professional Advice.  The information provided through the Licensed Products is not a substitute for legal and other professional advice.  Customer and/or each User should always consult his or her own legal or other professional advisors for legal or other professional advice.
    
8. Limitation of Liability.  While SNHPA and its licensors attempt to include accurate and complete content in the Licensed Products, occasionally errors or omissions may occur in the Licensed Products.  SNHPA will make reasonable efforts to correct these errors or omissions or cause the appropriate licensors to correct the errors or omissions.  Nevertheless, neither SNHPA nor such other parties can make any representation regarding the accuracy or completeness of the content provided in the Licensed Products.

A.           EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED TO THE CUSTOMER AND USERS “AS IS.”  SNHPA, ITS LICENSORS AND SUPPLIERS OF CONTENT FOR THE LICENSED PRODUCTS MAKE NO OTHER WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED.  SNHPA, ITS LICENSORS AND SUPPLIERS OF CONTENT FOR THE LICENSED PRODUCTS DO NOT WARRANT THE ACCURACY, COMPLETENESS, PEFORMANCE, CURRENTCY, MERCHANTABILITY, OR FITNES FOR A PARTICULAR PURPOSE OF THE LICENSED PRODUCTS OR THE INFORMATION THEY CONTAIN.

B.           SNHPA, ITS LICENSORS, AND SUPPLIERS OF CONTENT FOR THE LICENSED PRODUCTS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO  (A) ERRORS IN OR OMISSIONS FROM ANY LICENSED PRODUCT AND ITS CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, OR (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRCTLY OR INDIRECTLY ACCESSED THROUGH HOT LINKS IN ANY LICENSED PRODUCT, (C) THE UNAVAILABILITY OF ANY LICENSED PRODUCT, (D) ANY USE OF ANY LICENSED PRODUCT, (E) ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY LICENSED PRODUCT, OR (F) ANY RELIANCE ON THE INFORMATION CONTAINED IN THE LICENSED PRODUCTS OR IN ANY CUSTOMER SUPPORT INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

C.           IN NO EVENT SHALL SNHPA OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO ANY USER, ANY CUSTOMER, OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH USER, CUSTOMER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OCCURRING.

D.           IN NO EVENT MAY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST SNHPA MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

E.            IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, SNHPA’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER FOR ANY LICENSED PRODUCT PURSUANT TO ANY APPLICABLE ORDER FORM.

F.           Customer agrees to indemnify, defend, and hold SNHPA and its licensors and suppliers harmless from and against any and all third party claims and losses arising out of or in any way related to any use of the Licensed Products, or of any content, data or documentation received thought the Licensed Products by Customer or any of its Users, regardless of the form of action.

9. Subscription Term and Termination.
    
3. Except as otherwise provided, the subscription to each Licensed Product is non-cancelable and shall continue during the applicable Subscription Term; provided however, that this License Agreement or a subscription may be terminated for any of the following reasons: (a) By either SNHPA or the Customer, effective at the end of the Subscription Term, if the terminating party delivers to the other party written notice of its intent to terminate the applicable Order Form no less than 30 days before the last day of the Subscription Term; (b) immediately by SNHPA if SNHPA does not receive payment of any subscription fees within 60 days after the invoice date; (c) by either SNHPA or the Customer, upon written notice to the other party, if the other party materially breaches any provision of this License Agreement and the other party fails to remedy that breach within 30 days after such party gives written notice to the defaulting party of such breach; (d) immediately by SNHPA if SNHPA reasonably believes that the Customer or any User has engaged in activity that violates applicable law or any provision of this License Agreement; or (e) by either party if the other party has any proceedings instituted by or against it seeking relief, reorganization o arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of its property or assets, or the liquidation, dissolution or winding up of its business.
    
4. All obligations under this License Agreement when terminated shall survive termination with respect to any events occurred, or any money that was accrued and owing, prior to the effective date of any termination under this License Agreement.
    
10. Discontinue of Publication.  Occasionally SNHPA may discontinue a publication, or ad/delete specific publications from a package of combined publications.  Customers who have individual subscriptions to the discontinued publication (i.e., do not subscribe to a package of publications) will be offered a comparable publication, if available.  If no comparable publication is available, or if Customer chooses not to accept the offer of a comparable publication, SNHPA will provide, at its option, either a pro rata credit against subsequent Subscription Fees, or a pro rata refund of the unused portion of the Subscription Fees paid for such discontinued publication.  SNHPA also may occasionally change, suspend, or discontinue an aspect of the Licensed Products at any time, including the availability of any feature, database, or content.  In such case, SNHPA will use reasonable efforts to notify Customer of such changes.
     
11. Notices.  Notice under this Agreement shall be made in writing; sent via certified mail, return receipt requested, U.S. Express Mail or private express or mailgram service, or by telefacsimile, or by email (with receipt specifically confirmed via telephone); effective upon receipt at the address stated below; and addressed as follows, unless the sending party is notified in writing of a change of address, in which event notice shall be sent to the new address: if to SNHPA, to 1501 M Street, NW Washington, D.C. 20005 If to Customer, to the address included on the applicable Order Form.
     
12. Miscellaneous Provisions.
     
5. Force Majeure.  SNHPA shall not be liable for failure to perform any part of this License Agreement where such failure is due to fire, flood, power outages, strikes, labor troubles or other industrial disturbances, inevitable accidents, war (declared or undeclared), acts of terror, commercially unreasonable hostile acts by a Third Party with respect to the Licensed Products (including a denial of service attack), embargoes, blockages, legal restrictions, governmental regulations or order, riots, insurrections, or any cause beyond the control of such party.  >However, SNHPA shall use diligent efforts to resume performance.  This License Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance that dies not exceed six (6) months, and the parties shall proceed under this License Agreement when the causes of such non-performance have ceased or have been eliminated
    
6. No Waiver.  Should SNHPA or any Customer fail to exercise or enforce any provision of this License Agreement or to waive any rights to respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.
    
7. Choice of Law.  This License Agreement shall for all purposes be governed and construed in accordance with the law of the District of Columbia without regard to its choice-of-law rules.
    
8. Entire Agreement.  Unless otherwise specified in any applicable Order Form, this License Agreement, as it may be amended from time to time, constitutes the entire agreement between each Customer and SNHPA, and supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind, with respect to the subject matter of this License Agreement.
    
9. Severability.  If any provision of this License Agreement shall be held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this License Agreement.  If the parties fail to negotiate a substitute provision, this License Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.
    
10. Third Party Beneficiaries.  All beneficial rights (other than the right to collect fees) granted to or reserved in this License Agreement by SNHPA, including limitations of liability, warranty disclaimers, confidentiality, ownership, limitation of damages, and indemnification for third party claims, shall accrue to and are for the benefit of Licensors to the same extent as SNHPA.  Except as expressly stated therein, nothing contained in this License Agreement is intended to create third party beneficiaries thereof or thereunder.
     
11. Each Party Acting Independently.  SNHPA and each Customer agree that, for purposes of any applicable Order Form, each is acting independently of the other, that they are not joint ventures, and that neither is an agent, partner or joint venturer of the other.
     
12. Amendment and Assignment.  Neither this License Agreement nor any Order Form shall be changed, modified or amended except by a writing signed by a duly authorized officer of SNHPA and the Customer.  No Customer may assign this License Agreement or any rights or obligations created under this License Agreement without the prior written consent of SNHPA.
     
13. Headings and Cross-References.  The headings in this License Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.  All references to Sections or headings shall be deemed references to such parts of this License Agreement, unless the context shall otherwise require.