Effective Date: 10/20/2020####Please read this Agreement carefully and completely before using the Return Ready™ by CVS Health for Work.com App (collectively, the "App") or any services or information provided through or in connection with the App or by CVS Pharmacy, Inc. or one of its subsidiaries or affiliates (together with the App, collectively, the "Service"). By clicking "I Accept" to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement, by and between you and CVS Pharmacy, Inc. ("CVS," "us" or "we"), which incorporates by this reference any additional terms and conditions posted by CVS through the App, or otherwise made available to you by CVS. This Agreement does not govern your use of other sites or apps (including services on other sites or apps) operated by CVS. The information and resources contained on and accessible through the Service are made available by CVS to certain of its Return Ready Program clients who are also users of Salesforce’s Work.com, including the customer that employs or contracts you (“Your Company”) subject to your agreement to the terms and conditions of this Agreement as well as the underlying contractual provisions between CVS and Your Company.####By using the Service, you affirm that you are of legal age to enter into this Agreement and are an authorized user of the Service as a representative from Your Company.####We may update this Agreement by notifying you of such updates by any reasonable means, including by posting the updated Agreement to the App or its listing on the Salesforce AppExchange. 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 should 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 any such updates.####SERVICES PROVIDED ##The Return Ready™ by CVS Health for Work.com App will provide CVS Health Return Ready Program clients who are also users of Salesforce’s Work.com with functionality to, within Work.com, among other things, generate employee COVID-19 test eligibility reporting, generate employee COVID-19 test eligibility email templates, upload employee COVID-19 test results to Work.com, and view certain employee COVID-19 test information in the Work.com command center.####By providing the Service, CVS assumes no obligation with regard to treatment of individual for any condition, including, but not limited to, COVID-19.####ACCESS CODES##You will access the Services using your Salesforce Work.com login credentials ("Access Codes"). You are responsible for maintaining the confidentiality of the Access Codes, and agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your Access Codes are being used. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your Access Codes. You agree to notify CVS immediately in the event of loss or theft of your Access Codes, or if you believe the confidentiality of your Access Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Service.####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 Information, content or other materials generally made available through the Service to users of the Service) solely for Your Company’s use. ####As between you and CVS, CVS owns the Service and all the content on the Service, 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 this material. The Service and all the content on the Service is subject to trademark, service mark, copyright, and/or other intellectual property rights held by CVS and its suppliers and vendors. 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. 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, or posting this content or 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 reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit for any commercial purposes any portion of the Service, use of the Service, or access to the Service, or to collect any information about Site visitors or users of the Service, or otherwise systematically download and store Service content. You agree that you will not send, upload, post, reproduce, transmit or distribute any communication, content or Material of any type through the Service or otherwise to CVS that infringes or violates any rights of any party or violates this Agreement or the underlying agreement between Your Company and CVS.####USAGE RULES AND REQUIREMENTS##You acknowledge that the App and the Services contain proprietary trade secrets of CVS and/or its licensors and suppliers. You may not (a) submit any automated or recorded requests to the App or the Services unless otherwise approved by CVS; (b) access the App or the Services with software or other means other than the App; (c) copy, reproduce, port, translate, modify, distribute, sell, rent, lease, loan, timeshare, create derivative works based on, or otherwise exploit the App or the Services or in any other manner duplicate the App or the Services, in whole or in part; (d) decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, identify, or discover any source code, underlying ideas, or algorithms of the App or the Services by any means, except to the extent the foregoing restriction is prohibited by applicable law; (e) remove any proprietary notices, labels, or marks from the App or the Services; (f) use the App or the Services for purposes of comparison with or benchmarking against products or services made available by third parties; or (g) knowingly take any action that would cause the App or the Services to be placed in the public domain. You agree to use the App and the Services only for lawful purposes. You agree not to interrupt or attempt to interrupt the operation of the App or the Services 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 App or the Services (including by means of hacking or defacing any portion of the App or the Services, or by engaging in spamming, flooding, or other disruptive activities, including with respect to the servers or networks used to make the App and the Services available) will not be tolerated. You are strictly prohibited from communicating on or through the App or the Services 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.####You must not transmit or otherwise make available through or in connection with the App or the Services any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or 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.####UPLOADS##The Software and the Services may provide functionality through which, or in connection with which, you are able to upload or otherwise transmit or provide information or materials (such as names, contact information, COVID-19 test results, or other personal or other data, text, photographs and images) in connection with your use of the App or the Services, regardless of whether such information or materials are made available publicly or with password protection (collectively, “Uploads”). ####CVS WILL NOT EVALUATE YOUR UPLOADS OR OTHER COMMUNICATIONS FOR INDICATIONS OF A NEED FOR MEDICAL ATTENTION AND WILL NOT PROVIDE MEDICAL ADVICE IN RESPONSE.####You agree that you are solely responsible for all of your Uploads and Other Communications. CVS is not responsible for any loss, theft or damage of any kind to any Uploads, or Other Communications. You represent and warrant that: (a) you own all rights in your Uploads, and Other Communications or, alternatively, you have acquired all necessary rights in your Uploads, Suggestions, and Other Communications to enable you to grant to CVS all of the rights described herein; and (b) your Uploads, Suggestions, and Other Communications do not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Upload, Suggestion, and Other Communication that you may have under any applicable law under any legal theory.####None of the Services are 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 Uploads prior to posting, uploading, or otherwise submitting such Uploads through the Services.####PRIVACY##Your submission of personal information is governed by the terms and conditions and privacy policy for Salesforce’s Work.com. This Service is not designed or intended to use personal information in any way, other than to provide the Services described herein.####THIRD PARTY RESOURCES##The Service may contain links to or otherwise make available, third-party sites, services, products, information, content, materials, functionality and/or other resources (“Third Party Resources”). The Service may facilitate your ability to import data from and export data to Third Party Resources, including Salesforce’s Work.com. 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 we offer 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 subject to the Third Party’s terms, conditions, and policies applicable to such products, services or materials (such as Terms of Service or Privacy Policies of the providers of such products, services or materials). CVS is not responsible for the privacy and security of any information you share with that Third Party. When you elect to receive these services from a Third Party, you agree to hold CVS harmless for any unauthorized use or disclosure of your personal information.####RESPONSIBILITY FOR HARDWARE, SOFTWARE, TELECOMMUNICATIONS AND OTHER SERVICES##You are responsible for obtaining, maintaining and paying for all hardware, software, and all telecommunications and other services, including access to Salesforce’s Work.com, needed for you to use the App and the Service.####In particular, you acknowledge that by using the internet to use the App or the Service, you may incur charges from your wireless carrier, internet service provider, or other method of internet access, and that payment of any such charges will be your sole responsibility. CVS does not control wireless or internet access. Your use of these networks may not be secure and may expose your information sent over such networks.####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 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.####PROHIBITED COMMUNICATIONS##CVS may, but is not obligated to, monitor or review (i) any areas on the App where users transmit or post communications or communicate solely with each other, and/or (ii) the content of any such communications. CVS, however, has no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. The posting or transmitting to or from this App any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law is strictly prohibited.####DISCLAIMER OF WARRANTY##Although CVS reserves the right to correct any errors, omissions, or inaccuracies, 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 AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION, CONTENT, SERVICES, 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.####LIMITATION OF LIABILITY##TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CVS OR ITS SUPPLIERS OR VENDORS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, "CVS PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, 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 shall not be liable in any way to you or anyone else who may use 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 CVS, ITS SUPPLIERS OR ITS VENDORS, 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 YOU MAY USE OR ALLOW OTHER PERSONS TO USE IN CONNECTION WITH THE SERVICE, INCLUDING MATERIALS POSTED OR SUBMITTED TO THE SERVICE.####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, or any Materials that you submit, post, or transmit through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.####CONFIDENTIALITY##You acknowledge that the information located on the App are proprietary and confidential information of CVS and You hereby agree not to share such information with third parties except as authorized by your Company’s agreement with CVS. This information is Confidential Information and is subject to any confidentiality terms and any other relevant contractual obligations related to confidential and proprietary information contained in any and all agreements between you, your Company, and CVS and its subsidiaries and affiliates. CVS may disclose user Information (a) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or official requesting such information.####GOVERNING LAW AND JURISDICTION. ##This Agreement, your use of the Information and Services, all transactions through this App and the Service, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the underlying Return Ready Program contractual agreement between Your Company and CVS.####DISPUTE RESOLUTION##All disputes arising out of or related to use of the Site shall be governed by the underlying Return Ready Program contractual agreement between Your Company and CVS. ####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. 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 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) restrict access to the Materials posted or submitted to the Service and to any account you may have; and (iv) 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); (b) any rights or licenses granted to us under this Agreement will survive such termination.####EXPORT LAWS##The United States restricts the export and re-export of commodities and technical data of United States origin, including the App. You agree that you will not export or re-export the App in any form in violation of the laws of the United States or any foreign jurisdiction. By installing or using the App, you represent and warrant that you are not (a) located in, or a national or resident of, any country subject to a U.S. government embargo or other restriction; or (b) on the United States Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Table of Denial and Prohibition Orders, or any other U.S. government list of restricted end users.####U.S. GOVERNMENT END USERS##The Software is a “Commercial Item,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with federal regulations, the Software and related documentation are licensed to U.S. Government end users (a) only as “Commercial Items”; and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
