Terms and Conditions

USER TERMS OF USE

These terms are effective as of 8/31/22

This Agreement is by and between Premier Marketplace, LLC ("stockd") and you.

By accessing, using, registering for, or purchasing products through the stockd and any related websites and applications owned or operated by or on behalf of stockd, including the portal for customers (sometimes referred to as “User” or collectively “Users”) (the “User Portal” and together with all other websites and applications, the “Websites”), you (acting in your capacity as an employee or other representative of your company or other entity, if applicable) agree to be bound by these Premier Marketplace User Terms and Conditions (together with any additional terms provided to you by stockd or included in different parts of the Websites, this “Agreement”), and you represent and warrant that you are of the age of majority under applicable law.

By using the Websites, you are agreeing to be contractually bound by the terms and conditions of the Agreement as they are stated at the time of your use of the Websites. Stockd reserves the right to modify this Agreement at any time, and therefore, stockd recommends that you read this Agreement carefully each time you use the Websites. If you are unwilling to accept the terms in this Agreement, you should not access, use, register for, or purchase products from the Websites. If you are using the stockd Websites on behalf of your employer, your acceptance of these terms in this Agreement is deemed an agreement between your employer and stockd, and you represent and warrant that you have authority to bind your employer to these terms in this Agreement.

1.  Privacy

Stockd believes strongly in the protection of the privacy of our Websites’ Users and our customers. If you purchase any product on the Websites, stockd will share information or data you have submitted through the Websites or otherwise provided to stockd with the third-party retailer or supplier selling the product (“Supplier”) to permit the Supplier to fulfill and ship your order, process returns, provide you with customer service, and contact you about your order, such as to notify you of a product recall. You expressly acknowledge and agree that stockd may provide such information to Suppliers and that such Suppliers may contact you for the purpose of supporting your purchase of products. Please review stockd’s Privacy Policy, which is incorporated herein by this reference, for further information on how stockd uses your information. Click here to review the Privacy Policy . 

If you are a healthcare provider ordering products or services for your patient, you further expressly acknowledge and agree that you will not provide any individually identifiable information of any patient to stockd, including patient “Protected Health Information” as defined in the Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder (“HIPAA”), and if you do provide any such information, that stockd is not a covered entity or your business associate and thus, has no obligations under HIPAA with respect to such information.

If you are a patient or a representative of a patient ordering products or services for a patient, you further expressly acknowledge and agree that while stockd will adhere to its Privacy Policy with respect to its use of your information, that any individually identifiable information you provide to stockd, including Protected Health Information, is not subject to the protections of HIPAA once it is disclosed to stockd, any Supplier, or any other third party.

2.  Account Registration & Checkout

User Account
 To access certain features and complete a purchase on the stockd Websites, you must be a Premier GPO member. You will be required to enter your Premier entity code (EIN) when you register, and to select a password and user name in the User Portal. If you register, you agree to provide us with accurate and complete registration information and to inform us immediately of any updates or other changes to such information. Stockd has the right to refuse registration of, or cancel, your user ID in its sole discretion. By creating a user ID, you are warranting that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and you are not listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Health and Human Services Office of Inspector General’s List of Excluded Individuals and Entities, the U.S. General Services Administration’s System for Award Management, and/or the U.S. Food and Drug Administration’s Debarment Lists.

Stockd Account
 A stockd account is available for qualified businesses with an active Premier GPO membership. If you apply, you represent and warrant that your entity qualifies for an account. You agree to submit all information requested by stockd for purposes of establishing or verifying an account or verifying any activities in conjunction with the stockd Websites. We are not responsible for validating any information.  You agree to immediately cease using any stockd account in the event your status as a qualified business changes or your Premier entity code is no longer active. Stockd accounts are not transferrable. Stockd reserves the right to refuse or revoke any stockd account for any reason or no reason at all. Stockd expressly disclaims any benefits, actual or implied, by virtue of maintaining a stockd account.  Pricing can differ by account holder subject to tier eligibility and other qualifications. Pricing is not guaranteed, and prices offered to account holders may be the same or different than pricing available to other account holders. Account holders are solely responsible for the actions of their authorized buyers and administrators  and representatives using the stockd Websites. All account holders and their buyers and administrators and representatives are included within the meaning of Users, and all terms and conditions contained herein apply.

Purchases
 Unless otherwise noted on the product page, if you purchase any products or services through the Websites, then you are purchasing those products or services from the applicable Suppliers, not from stockd. You acknowledge and agree that stockd is not responsible for examining or evaluating any of the Suppliers’ products or services or the Suppliers’ descriptions, information, specifications or claims related its products or services. Stockd disclaims all liability and warranties for the quality of products or services offered by the Suppliers. We recommend carefully reviewing each Supplier’s terms of sale and use.

If you are healthcare provider ordering products or services for one or more patients, you are solely responsible for determining whether you must obtain any permits, licenses, approvals, certifications, listings, registrations, authorizations, or other permissions (“Required Licenses”) and whether you must obtain or demonstrate any training, qualifications, or expertise (“Required Training”) in order to purchase, own, or use any products or services personally, as part of your household, as part of your business, or with patients or customers, as applicable, in compliance with applicable laws, rules, and regulations. By purchasing any product or service through the Websites, you represent and warrant that you or the individuals on whose behalf you are making such purchase have obtained and will maintain any and all Required Licenses and Required Training with respect to such product or service. You further represent that you are solely responsible for determining whether any product or service purchased through the Website is medically necessary and appropriate for any patient or other individual to whom you intend to provide the product or service. You further represent and warrant that, by purchasing such products or services through the Websites, you acknowledge that neither stockd nor the applicable Supplier makes any representation about whether such product or service is covered by any federal or state healthcare program or any other third party payor program, and that you understand and acknowledge that neither stockd nor the applicable Supplier will submit a claim to such program for the purchased product or service. Should you choose to submit a claim for any product or service purchased through the Website, you acknowledge that you are solely responsible for determining whether such product or service is appropriately billable to such third party healthcare program.

If you are a patient or a representative of a patient ordering products or services for such patient, and if the patient is a federal or state healthcare program beneficiary or covered by any other third party payor program, and you are purchasing products or services that may be covered by any such program for the patient’s use, you further represent and warrant that, by purchasing such products or services through the Websites, you acknowledge on behalf of the patient that neither stockd nor the applicable Supplier makes any representation about whether such product or service is covered by any federal or state healthcare program or any other third party payor program, and that the patient understands and acknowledges that neither stockd nor the applicable Supplier will submit a claim to such program for the purchased product or service, and the patient will not submit a claim to any such program for the purchased product or service.

You agree that your order through the Websites is an offer to buy, under this Agreement, all products and services listed in your order. All orders must be accepted by the applicable Supplier and us, or the applicable Supplier and we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.

In the event you wish to purchase any of these products or services, you must supply certain information, including your full name, address, telephone number and credit card information or other appropriate credit information (“Purchasing Information”) to stockd or its authorized third-party service provider. By providing stockd or its authorized designee your Purchasing Information, you authorize stockd or its authorized designee to charge any of your purchases to the credit card provided or invoice you in accordance with any credit terms extended to your Account You represent that all Purchasing Information you provide will be accurate, complete, and current and will comply with the terms of any agreement that you may enter into governing your purchase of the product or service. You shall be responsible for all charges incurred through your account effective immediately in checkout for credit card orders or within other terms as indicated or agreed, as well as for paying any applicable taxes.

Your right to use the service or a specific product is conditional upon our receipt of payment. If payment cannot be charged to your credit card, or if a charge is refunded for any reason, including chargeback, we reserve the right to immediately either suspend or terminate your account and access to the Websites, thereby with and, at Premier’s discretion terminating this Agreement and all stockd obligations hereunder. You are required to pay any amounts still owed to us at the time your account is suspended or terminated.

You further represent and warrant that all purchases are intended for final delivery to locations within the US. You represent and warrant that you are buying products or services from the Websites only for your personal use  your business use, for the use of your or your employer’s patient, or the use of your employer, and not for export.

Shipping and Returns
 Suppliers currently do not ship internationally or to any US territory or overseas military addresses, including Puerto Rico, Guam or the US Virgin Islands. Shipping to Alaska and Hawaii is at the Supplier’s discretion. Please review the Supplier’s shipping, delivery, and return policies before making a purchase to be shipped to Alaska or Hawaii.

The risk of loss and title for all products ordered from the Supplier on the stockd Websites passes from the Supplier to you when the product is delivered to the shipping carrier by the Supplier. Stockd never takes possession or title to any products and is not liable for any delays in shipments. Stockd reserves the right to change its accepted payment methods at any time without notice to you.

All purchases of products offered by Suppliers through the stockd Websites will be fulfilled by Suppliers, subject to the Suppliers’ terms of use or other Supplier terms or conditions applicable to the purchase of the Suppliers’ products. Your purchases will be governed by the Suppliers’ shipping and delivery policies and Suppliers’ return policies. When ordering a product or service through the Websites, you should check for details on the Suppliers’ shipping, delivery and return policies. Stockd is the agent of the Suppliers for the sole and express purpose of receiving funds as payment for their products or services sold through the Websites and transmitting those funds to the applicable Supplier.

You should initially contact the supplier (as listed on the product display page) to remedy any issues related to returns, product questions, or other issues.. This includes specific complaint policies required by state law, and returns or warranty issues. As payment agent, stockd will refund any money to you for returns of product via the payment method used to purchase the product after we receive notice from the Supplier that you have returned the product to them in accordance with their return policy. 

Stockd reserves the right to refuse or cancel any orders placed for products and/or services: (a) that are to be shipped to certain states or jurisdictions, as stockd may set forth in this Agreement from to time to time; or (b) the sale or use of which in your state or jurisdiction is restricted or prohibited or requires a prescription or a license to purchase.

To properly serve all customers, stockd reserves the right to limit quantities of orders to only one (1) of any such product(s) purchased. Stockd further reserves the right to cancel multiple orders of any limited quantity item purchased by the same User and/or shipped to the same delivery address.

Pricing errors may occur on the stockd Websites from time to time on items sold by Suppliers. Stockd shall use commercially reasonable efforts to correct all pricing errors as soon as stockd discovers an error or as soon as stockd receives notice of an error. Stockd reserves the right to cancel any orders containing pricing errors with no further obligations to you, even after your receipt of an order confirmation or shipping notice from stockd. Any payments you make to stockd for orders that are cancelled due to pricing errors will be refunded.

All prices, discounts, and promotions posted on the Websites are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your purchase total, and will be itemized in your shopping cart and in your order confirmation email. We may offer from time to time promotions on the Websites that may affect pricing and that are governed by terms and conditions separate from this Agreement. If there is a conflict between the terms for a promotion and this Agreement, the promotion terms will govern.

If you are a healthcare provider and if your purchase includes any discount or reduction in price, you will, to the extent applicable to you, fully and accurately disclose and appropriately reflect any such discounts or other reduction in price in the costs claimed or charges made by you under any federal or state healthcare program and maintain records as required by applicable law with respect to such discount or reduction in price. This provision is intended to implement the requirements of 42 CFR § 1001.952(h), as amended from time to time.

Cancellations subject to supplier approval. Please contact supplier directly if you wish to cancel an order. 

3.  License

THE CONTENTS OF THE WEBSITES, INCLUDING THE “LOOK AND FEEL” (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER PROGRAMS) AND OTHER MATERIAL (“MATERIAL”), ARE PROTECTED UNDER BOTH UNITED STATES AND FOREIGN COPYRIGHT, TRADEMARK AND OTHER LAWS. The Material belongs to or is licensed to stockd. You are hereby granted a non-exclusive, non-assignable and non-transferable license to use the Websites only in accordance with this Agreement. This license is not a sale of any of stockd’s rights. Permission to reprint or electronically reproduce any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s). You may contact us at the address indicated at the end of this Agreement. In any event, you agree not to modify, amend, reduce the size of or in any way obliterate any warnings, liability limitations, disclosures or notices (including any copyright or trademark notice) associated with the information. You may not sell or modify the Material or reproduce, display, publicly perform, distribute or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other web site or in a networked computer environment for any purpose is prohibited. You may not copy or adapt the HTML code that stockd creates to generate the pages of the Websites, which code is also protected by stockd’s copyright. If you violate any of the terms of this Agreement, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material.

4.  stockd’s Liability

YOUR USE OF THE WEBSITES IS AT YOUR OWN RISK. YOU EXPRESSLY AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITES AND THE ACCURACY OR COMPLETENESS OF THE MATERIAL IS ASSUMED SOLELY BY YOU.

STOCKD.COM DOES NOT WARRANT THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES OR ITS SERVER IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MATERIAL OR GOODS. IN ADDITION, STOCKD.COM, ANY SUPPLIER OR ANY OTHER THIRD-PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS, DO NOT MAKE ANY WARRANTY AS TO THE RELIABILITY OF OR RESULTS TO BE OBTAINED FROM USE OF THE WEBSITES, MATERIAL OR OTHER INFORMATION ACCESSIBLE THROUGH THE WEBSITES. IF YOUR USE OF THE WEBSITES OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, STOCKD.COM IS NOT RESPONSIBLE FOR THE COSTS ASSOCIATED WITH SUCH SERVICING OR REPLACEMENT.

STOCKD.COM DOES NOT MANUFACTURE OR CONTROL ANY OF THE PRODUCTS OR SERVICES OFFERED ON OUR WEBSITES. THE AVAILABILITY OF PRODUCTS AND SERVICES THROUGH THE WEBSITES DOES NOT INDICATE AN ENDORSEMENT OF ANY PRODUCT, SERVICE OR MANUFACTURER. ACCORDINGLY, STOCKD.COM DOES NOT PROVIDE ANY WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES OFFERED ON THE WEBSITES. [SR6] [SR7] STOCKD.COM WILL NOT BE LIABLE FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF ANY SUPPLIER’S OR MANUFACTURER’S FAILURE TO HONOR THEIR RESPECTIVE WARRANTY OBLIGATIONS TO YOU.

THE WEBSITES, THE MATERIAL, AND ALL PRODUCTS AND SERVICES OFFERED THROUGH THE WEBSITES ARE PROVIDED ON AN “AS-IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. STOCKD.COM, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NONE OF STOCKD.COM, SUPPLIER, THIRD-PARTY CONTENT PROVIDERS OR THEIR RESPECTIVE AGENTS MAKES ANY WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETELENSS OR TIMELINESS OF THE MATERIAL SERVICES.

SOFTWARE, TEXT, GRAPHICS OR LINKS CONTAINED WITHIN THE WEBSITES; THAT THE WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS CONTAINED ON THE WEBSITES WILL BE CORRECTED; OR THAT THE WEBSITES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPUTER COMPONENTS.

YOU SPECIFICALLY AGREE THAT STOCKD.COM SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THE WEBSITES. YOU SPECIFICALLY AGREE THAT STOCKD.COM IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT STOCKD.COM IS NOT RESPONSIBLE FOR ANY CONTENT SENT AND/OR INCLUDED ON THE WEBSITES BY ANY THIRD PARTY.

IN NO EVENT SHALL STOCKD.COM, ITS AFFILIATES, SUPPLIERS AND/OR ANY THIRD PARTIES MENTIONED ON THE WEBSITES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING IN ANY WAY FROM THE PERFORMANCE, USE, OR INABILITY TO USE THE WEBSITES, THE MATERIAL, OR PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE OR STOCKD.COM OR ANY OF ITS AFFILIATES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STOCKD.COM’S AND ITS AFFILIATES’ MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PARTICULAR ORDER THAT INCLUDED THE PRODUCTS AND SERVICES GIVING RISE TO THE LIABILITY. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT OR THE WEBSITES OR MATERIAL WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONETARY DAMAGES.

BECAUSE SOME STATES OR JUSRISDICTIONS DO NOT ALLOW AN EXCLUSION OR LIMITATION FOR CONSEQUENTIAL OR OTHER DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN STOCKD.COM’S AND ITS AFFILIATES’ MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES HEREUNDER SHALL BE LIMITED TO $100.

The information and services included in or available through the Websites may include inaccuracies and/or typographical errors. Changes are periodically made to the Websites and to information contained in the database(s) from which information the Websites is derived. Use of the Websites is at your own risk, and you agree that stockd is not liable for any inaccurate information contained in or derived from the Websites, regardless of whether stockd created the inaccurate information or posted inaccurate information that stockd received from the Suppliers. Stockd may make improvements and/or changes to the Websites at any time. Information contained in or derived from the Websites is not to be relied on or utilized as a source of medical, health and wellness, financial, tax, legal, accounting, economic, business or other professional advice.

5.  Links

The Websites may contain links to web sites operated by others (“Linked Sites”). The links are provided for your convenience only. Stockd does not control such Linked Sites and is not responsible for the content and performance of any Linked Site or for your transactions with them, including, without limitation, any link contained in a Linked Site or any changes or updates to a Linked Site. Our inclusion of links to Linked Sites does not imply any endorsement of the material on such Linked Sites. Stockd does not in any way operate, control, or endorse any information, products, or services provided by third parties through the Linked Sites.

6.  Restrictions on Rights to Use

Without limiting the generality of any other provisions in this Agreement, you agree you shall not and you agree not to allow any other individual or entity using your user ID to:

• Download, modify, reproduce, adapt, translate, reverse engineer, create derivative works based upon, publicly display, sell, rent, license, or in any way commercially exploit any portion of the Websites;
• Attempt to probe, scan, or test the vulnerability of the Websites or its network;
• Transmit or otherwise make available a material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Websites;
• Remove any copyright, trademark, or other proprietary rights notice contained in or on the Websites;
• Use of any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” data mine or otherwise gather any materials, or reproduce or circumvent the navigational structure or presentation of the Websites, without stockd’s express prior written consent;
• Violate any law, rule, or regulation, or this Agreement;
• Reformat or frame any portion of any web pages that are part of the Websites;
• Create user accounts by automated means or under false or fraudulent pretenses;
• Create or transmit to other users unsolicited electronic communications, such as “spam,” or otherwise interfere with other users’ enjoyment of the Websites;
• Create user accounts by automated means or under false or fraudulent pretenses;
• Use the Websites’ or stockd’s name, logo, or brand to send any unsolicited or unauthorized content, including advertising, promotional materials, email, junk mail, spam, or other content using the Websites’ or stockd’s trademarks, logos, URLs, or product names without stockd’s written consent;
• Systematically download and store any materials;
• Submit to the Websites any content that falsely states or implies that such content is sponsored or endorsed by stockd;
• Transmit or upload to the Websites any item containing or embodying any virus, worm, defect, Trojan Horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Websites, any other stockd website, or any computer or other device or system, or the enjoyment of the Websites by any user;
• Access or attempt to access data not intended for your use or log into an account that you are not authorized to access;
• Submit content to the Websites that is unlawful or facilitates, constitutes, promotes or encourages illegal activity, or otherwise use the Websites to transfer or store illegal material, including any material deemed threatening or obscene;
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large data or traffic load on the Websites or the IT infrastructure used to operate and make the Websites available;
• Collect or store personal data about other users in connection with the prohibited activities described in this Agreement;
• Submit content that is indecent, pornographic or otherwise objectionable; and
• Submit content that is derogatory, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity as determined by stockd in its sole discretion.

Stockd may investigate occurrences that it believes involve such violations described above, and involve and cooperate with law enforcement authorities (if applicable) in prosecuting Users of the Websites who are involved in such violations.

In the event that you inadvertently obtain access to information belonging to or intended for a third party through the Websites, you will: (i) not produce a physical copy of such information, (ii) disregard such information and (iii) immediately inform stockd of such inadvertent access, including all of the circumstances leading to and surrounding such access and any dissemination of such third-party information beyond the Websites and all steps taken by you or on your behalf to prevent the further dissemination of such third-party information.

7.  User Content Posted on the stockd Site

Except for personal information as described in and collected under the guidelines established by our Privacy Policy, you agree that all submissions (e.g., reviews, comments, messages, communications, feedback, submissions, suggestions, questions, photographs, video clips), in any media or medium and regardless of format, made by you or on your behalf, whether offered or disclosed to stockd on or through Websites, or otherwise (collectively, “User Content”) will be considered non-confidential and non-proprietary and may be used by stockd for any purpose. You further expressly acknowledge and agree that if you are a health-care provider ordering any product or service on behalf of any patient, you will not provide us with any patient Protected Health Information as defined in HIPAA, including without limitation the patient’s name or other identifying information and that and if you do provide any such information, that stockd is not a covered entity or your business associate and thus, has no obligations under HIPAA with respect to such information. You further expressly acknowledge and agree that if you are an individual who is a patient or ordering products or services on behalf of a patient, if you do provide us with any such information, the information is not subject to the protections of HIPAA once it is disclosed to stockd By submitting User Content to stockd, you irrevocably transfer and assign to stockd, and forever waive and agree never to assert, any copyrights or other rights that you may have in such User Content. stockd and its designees will be free to copy, disclose, distribute, incorporate and otherwise use or destroy the User Content and all data, images, sounds, text and other things embodied in the User Content for any and all commercial or noncommercial purposes. stockd may sublicense its rights in User Content through multiple tiers of sublicenses. stockd is, and will be, under no obligation to maintain or respond to any User Content. Stockd is under no obligation provide any attribution or payment for any User Content.

• You may not post, upload or transmit any User Content that infringes or otherwise violates any copyright, patent, trademark, trade secret, publicity or privacy right or other proprietary right of any party, or is proprietary to a third party, without such third party’s prior written consent.
• You are solely responsible for any User Content you post, publish or display on the Websites. We reserve the right, but undertake no obligation, to monitor disputes between you and any other user, or any other entity or individual, in connection with the Websites. You are solely responsible for the resolution of any disputes that arise between you and any other user.
• To the best of your knowledge, the User Content represents your own original work, you have all necessary rights to disclose the User Content to stockd and in doing so stockd’s use of the User Content will not infringe upon any other individual’s or entity’s rights.
• Stockd will have the right (but not obligation), in our sole discretion, to monitor, evaluate, and analyze User Content, and any use of and access to the stockd Websites, including to determine compliance with these terms in this Agreement and any other operating rules that may be established by stockd from time to time.

8.  Proprietary Rights

You acknowledge and agree that the Websites, its content, content contained in sponsor advertisements and information presented to you through the Websites, whether by stockd, Suppliers or advertisers, contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by stockd or advertisers in writing, you agree not to copy, modify, publish, transmit, transfer, display, rent, lease, loan, sell, distribute or create derivative works based on the Websites, in whole or in part. All intellectual property rights in the Websites are owned by stockd or its licensors. Except as expressly set forth herein, nothing in this Agreement grants you any rights in respect of any intellectual property owned by stockd or its licensors, and you acknowledge that you do not acquire any ownership rights by accessing or using the Websites.

9.  Disclaimer Regarding Information About Third-Party Products and Services

The Websites may include information about the products or services offered by Suppliers and third-party products and services beyond those offered by Suppliers. All such information is provided to us by Suppliers and other third parties and in turn is provided by stockd for informational purposes only and, unless expressly provided otherwise, does not constitute an endorsement or a recommendation by stockd of any third- party product or service, nor does stockd have any responsibility for the content, completeness or accuracy of such information. Stockd makes no representations or warranties of any kind, either expressed or implied, as to the accuracy, reliability, completeness or timeliness of any information about third-party products and services contained on the Websites, and you agree that stockd shall have no liability whatsoever because of your purchasing or using any third-party product or service about which information is provided on the Websites.

10.  Termination

Stockd reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to all or any part of the Websites, at any time for any reason without prior notice or liability. stockd may change, suspend or discontinue all or any aspects of the Websites at any time, including the availability of any feature, database or content, without prior notice or liability. You agree that stockd will not be liable to you or to any third party for any unavailability, modification, suspension, or termination of any of the Websites or any content or any features or parts thereof.

11.  Copyright Policy

Reporting Claims of Copyright Infringement stockd takes claims of copyright infringement seriously. Stockd will take steps in accordance with applicable law to respond to notices of alleged copyright infringement . If you believe that any of the content accessible through the Websites infringes your copyright, you may request removal of those materials (or access to them) from the Websites by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

• Your physical or electronic signature.
• Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Websites, a representative list of such works.
• Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the written notice is accurate.
• A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

 Send DMCA Notices to:

Premier, Inc.
 13034 Ballantyne Corporate Place
 Charlotte, North Carolina 28277
 ATTN: Legal Department

If you fail to comply with all of the requirements of Section 512(c)(3) of DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Counter-Notification Procedures
 If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our copyright agent designated above. Pursuant to DMCA, the Counter-Notice must include substantially the following

• Your physical or electronic signature.
• An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
• Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
• A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
• A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Repeat Infringers
 It is our policy in appropriate circumstances to disable and/or terminate the accounts of Users who are repeat copyright infringers.

12.  Indemnity

You agree to indemnify, defend, and hold stockd and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively, the “stockd. Parties”) harmless from and against any and all claims, liability, losses, costs, and expenses (including attorneys’ fees) (collectively “Claims”), regardless of whether such Claims are brought rightfully or wrongfully, incurred by any stockd Party in connection with (i) your use or alleged use of any of the Websites, (ii) any use or alleged use of any of the Websites under your password by any person, whether or not authorized by you, (iii) your failure to obtain any Required Licenses or Required Training, or (iv) the use of any product or service that you purchase or obtain through the Websites, whether that use complies with or occurs in violation of applicable laws, rules or regulations, any applicable product labeling, instructions, or directions, any applicable Supplier terms of use, or this Agreement. Stockd reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with stockd’s defense of such claim.

13.  Governing Law and Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina without regard to its provisions relating to conflicts of law. You agree that any legal action or proceeding between stockd and you for any purpose concerning this Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Mecklenburg County, North Carolina, United States of America. Considering the nature of this Agreement, you understand and agree that money damages may be insufficient to rectify breach and that, consequently, stockd will be entitled to seek preliminary and equitable relief upon a breach of the Agreement by you.

14.  Miscellaneous

You agree that no joint venture, partnership, employment, or agency relationship exists between stockd and you because of this Agreement or your use of the Websites. Any cause of action or claim you may have with respect to stockd must be commenced within one year after the claim or cause of action arises. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable and the other terms of the terms in this Agreement will remain in full force and effect. stockd’s failure to insist upon or enforce strict performance of any provision of this Agreement shall be construed as a waiver of any provision or right. stockd may assign its rights and duties under this Agreement to any party at any time without notice to you.

15.  Force Majeure

Stockd will not be liable or responsible to you or any patient or third party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in its or Suppliers’ performance under this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond stockd’s or Suppliers’ reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

16.  Contact and Volitions

To contact us with any questions or concerns in connection with this Agreement, or to provide any notices under this Agreement, please contact us at

Premier Marketplace, LLC: 
 Attn: Web Solutions
 13034 Ballantyne Corporate Place
 Charlotte, NC 28277

17.  Entire Agreement

This Agreement comprises the full and final understanding between you and stockd and merges and supersedes all other agreements, understandings or representations, written or oral, with respect to the subject matter hereof. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.