Last Modified: March 1, 2025

To better facilitate the operations of the family of group purchasing organizations under the Ally umbrella, AllyGPO, LLC licenses the services described in these AllyIQ Terms and Conditions (“Terms”) to Affiliates (defined below) of AllyGPO, LLC for sublicense to their respective GPO members (“Member”) that have signed an agreement governing their membership (“Membership Agreement”). These Terms constitute a legally binding agreement between the applicable Affiliate of AllyGPO, LLC (“GPO”) and its Member that is accepting these Terms in the manner indicated below, and govern Member’s access to and use of the AllyIQ Services.

These Terms supplement and are incorporated into any mutually executed agreement between GPO and Member that include terms related to Member’s access or use of the AllyIQ Services or GPO’s provision of AllyIQ Services or accessing, processing or using Member Content (defined below), including any mutually executed order form or other document (“Executed Agreement(s)”). In the event of any direct conflict between these Terms and any Executed Agreement, the provisions of the Executed Agreement will control.

BY CLICKING ON THE “ACCEPT and AGREE” BUTTON OR BY ACCESSING OR USING THE ALLYIQ SERVICES, MEMBER IS ACCEPTING THESE TERMS ON BEHALF OF ITSELF AND ANY OF ITS AFFILIATES THAT USE THE ALLYIQ SERVICES. IF MEMBER IS A COMPANY OR OTHER LEGAL ENTITY AND YOU ARE AGREEING TO THESE TERMS ON BEHALF OF MEMBER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND MEMBER TO THESE TERMS.

Except for Section 5, GPO may update or modify these Terms at any time by providing notification to Member, including by sending an email to the email address Member provided to GPO or by posting notice within the AllyIQ Services portal or user interface. The updated or modified terms will be incorporated into these Terms and apply to and govern GPO’s provision, and Member’s access and use, of the AllyIQ Services. Member’s continued use of the AllyIQ Services after receipt of notice of updated or modified terms constitutes Member’s agreement and consent to such updated or modified terms.

1. DEFINITIONS.

   
   "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the AllyIQ Services.
   
   "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.
   
   "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. AllyGPO, LLC, AllyOncology, LLC, AllyRetina, LLC, AllyInfusion, LLC, and AllyAnalytics, LLC are all Affiliates of each other.
   
   "AllyIQ Services" means the services and components that comprise the solution known as AllyIQ, which includes software-as-a-service offerings detailed at https://allyiq.allygpo.com (including any extensions or variations thereof) and all other associated services, software, and hardware (e.g. printer, scanner, cabinet) provided by GPO and accessed or used by Member, Authorized Users, or any third party with Member’s consent or pursuant to a separate agreement between Member and such third party.
   
   "Authorized Users" or “Users” means Member's employees, consultants, contractors, and agents (a) who are authorized by Member to access and use the AllyIQ Services under the rights granted to Member pursuant to these Terms; and (b) for whom access to the AllyIQ Services has been authorized by GPO. The User Administrator is an Authorized User.
   
   "Documentation" means any manuals, instructions, or other documents or materials that GPO provides or makes available to Member in any form or medium and which describe the functionality, components, features, or requirements of the AllyIQ Services or GPO Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
   
   “GPO” means the respective Affiliate of AllyGPO, LLC that grants access or sublicenses the AllyIQ Services to its Member. 
   
   "GPO Materials" means the AllyIQ Services, Documentation, specifications and GPO Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, firmware and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by GPO or any GPO Personnel in connection with the AllyIQ Services or otherwise comprise or relate to the AllyIQ Services or GPO Systems. For the avoidance of doubt, GPO Materials include Resultant Data and any information, data, or other content derived from GPO’s monitoring of Member's access to or use of the AllyIQ Services, but do not include Member Content.
   
   "GPO Personnel" means all individuals involved in the performance of AllyIQ Services as employees, agents, independent contractors, or subcontractors of GPO or its Affiliates, including any third parties engaged by GPO.
   
   "GPO Systems" means the information technology infrastructure used by or on behalf of GPO or its Affiliates in performing the AllyIQ Services, including all computers, software, firmware, hardware, databases, electronic systems, including database management systems, and networks, whether operated directly by GPO or through the use of third-party services.
   
   "Harmful Code" means any software, firmware, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Member or any Authorized User from accessing or using the AllyIQ Services or GPO Systems as intended by these Terms.  
   
   "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
   
   "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.  
   
   "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers.
   
   "Member Content" means information, including PHI and Personal Information, data, and other content, in any form or medium, that is collected, downloaded, submitted, transmitted, or otherwise received from or on behalf of Member, any Authorized User, or the Member Systems by or through the AllyIQ Services, or that incorporates or is derived from the Processing of such information, data, or content by or through the AllyIQ Services. For the avoidance of doubt, Member Content does not include Resultant Data, or data, information or content that is gathered by GPO outside of the AllyIQ Services.
   
   "Member Systems" means the Member's information technology infrastructure, including computers, software (including practice management system software and electronic health records software), firmware, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Member or through the use of third-party services.
   
   "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
   
   "Personal Information" means information that is collected, downloaded, submitted, transmitted, or otherwise received from or on behalf of Member, any Authorized User, or the Member Systems by or through the AllyIQ Services that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, genetic, health, or health insurance data, answers to security questions, and other personal identifiers). Member's business contact information is not by itself Personal Information.
   
   “PHI” means any Protected Health Information (as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA)) that is collected, downloaded, submitted, transmitted, or otherwise received from or on behalf of Member, any Authorized User, or the Member Systems by or through the AllyIQ Services.
   
   "Process" means to take any action or perform any operation or set of operations that the AllyIQ Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.
   
   "Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors.
   
   "Resultant Data" means data and information related to the use of the AllyIQ Services that is used by GPO, including to compile statistical and performance information related to the provision and operation of the AllyIQ Services.
   
   "Third-Party Services" means materials and information, in any form or medium, including any software, firmware, documents, data, content, specifications, products, equipment, services, or components that are owned by third parties and are incorporated into or accessible through the AllyIQ Services, including any open source software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license approved by the Open Source Initiative.
   
   

2. AllyIQ SERVICES

   
   
   1. License, Access and Use. Subject to and conditioned on Member's and its Authorized Users' compliance with these Terms, GPO hereby grants Member a non-exclusive, non-transferable right to access and use the online AllyIQ Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Member's internal use. The total number of Authorized Users will not exceed the number authorized by GPO in writing. To the extent the AllyIQ Services include use of Documentation, downloadable software, and/or hardware, GPO hereby grants Member a non-transferable, non-exclusive, non-assignable, limited license to use such Documentation, downloadable software, and/or hardware during the Term solely for Member's internal business purposes by Authorized Users in connection with its use of the online AllyIQ Services and in accordance with the terms and conditions herein. Member agrees that any open source software provided in connection with AllyIQ Services is not licensed to Member under these Terms and that these Terms may not be construed to grant any such right or license.
   2. Return of Hardware. If Member's use of the AllyIQ Services includes any hardware provided by GPO, Member shall keep such hardware in good condition and shall return any such hardware to GPO in at least as good of condition as when the hardware was delivered, less ordinary wear and tear, within 30 days of any expiration or termination of these Terms.
   3. Service and System Control. Except as otherwise expressly provided in these Terms, as between the parties:
      1. GPO has and will retain sole control over the operation, provision, maintenance, and management of GPO Materials. GPO maintains the right to make any changes to the AllyIQ Services and GPO Materials: (i) that it deems necessary or useful to maintain or enhance: (x) the quality or delivery of GPO’s services; (y) the competitive strength of or market for GPO’s services; or (z) the AllyIQ Services' cost efficiency or performance; (ii) to comply with applicable Law; or (iii) for any other legally permissible purpose; and
      2. Member has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Member Systems, and sole responsibility for all access to and use of GPO Materials by any Person by or through the Member Systems or any other means controlled by Member or any Authorized User, including any: (i) information, inputs, instructions, or materials provided by any of them to the AllyIQ Services or GPO; (ii) results obtained from any use of the AllyIQ Services or GPO Materials; and (iii) conclusions, decisions, or actions based on such use.
   4. Reservation of Rights. Nothing in these Terms grants any right, title, or interest in or to any Intellectual Property Rights in or relating to, the AllyIQ Services, GPO Materials, or Third-Party Services, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the AllyIQ Services, GPO Materials, and the Third-Party Services are and will remain with GPO and the respective rights holders in the Third-Party Services.
   5. User Administrator. Member shall, throughout the Term, maintain within its organization a service manager to serve as such Member's primary point of contact for consultation, and decision-making regarding the AllyIQ Services and these Terms (“User Administrator”). The User Administrator shall be responsible for providing all day-to-day consents and approvals on behalf of Member under these Terms. Member shall ensure its User Administrator has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity.
   6. Suspension or Termination of AllyIQ Services. GPO may, directly or indirectly, and by use of a disabling technology or any other lawful means, suspend, terminate, or otherwise deny Member's, any Authorized User's, or any other Person's access to or use of all or any part of the AllyIQ Services or GPO Materials, without incurring any resulting obligation or liability, if: (a) GPO receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires GPO to do so; (b) GPO provides thirty (30) days’ prior written notice to Member; (c) Member ceases to be a member of GPO; or (d) GPO believes, in its discretion, that: (i) Member or any Authorized User has failed to comply with any provision of these Terms, or accessed or used the AllyIQ Services beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any instruction or requirement of specifications provided to Member by GPO; or (ii) Member or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities. This Section does not limit any of GPO’s other rights or remedies, whether at law, in equity, or under these Terms.
   7. No Referrals. Access to and use of the AllyIQ Services is not provided in exchange for Member’s referral of any business or purchases of any items or products, whatsoever, nor based on the volume or value of any previous referrals or purchases, current referrals or purchases, or anticipated future referrals or purchases.
      
      

3. USE RESTRICTIONS.

   
   Member shall not, and shall not permit any other Person to, access or use the AllyIQ Services or GPO Materials except as expressly permitted by these Terms and, in the case of Third-Party Services, the applicable third-party license or other agreement. For purposes of clarity and without limiting the generality of the foregoing, Member shall not, except as these Terms expressly permits:
   1. copy, modify, or create derivative works or improvements of the AllyIQ Services or GPO Materials;
   2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any AllyIQ Services or GPO Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
   3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the AllyIQ Services or GPO Materials, in whole or in part;
   4. bypass or breach any security device or protection used by the AllyIQ Services or GPO Materials or access or use the AllyIQ Services or GPO Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
   5. input, upload, transmit, or otherwise provide to or through the AllyIQ Services or GPO Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
   6. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the AllyIQ Services, GPO Systems, or GPO’s provision of services to any third party, in whole or in part;
   7. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any AllyIQ Services or GPO Materials, including any copy thereof;
   8. access or use the AllyIQ Services or GPO Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
   9. access or use the AllyIQ Services or GPO Materials for purposes of competitive analysis of the AllyIQ Services or GPO Materials, the development, provision, or use of a competing software service or product or any other purpose that is to GPO’s detriment or commercial disadvantage; or
   10. otherwise access or use the AllyIQ Services or GPO Materials beyond the scope of the authorization granted under Section 2.1.
       
       

4. MEMBER OBLIGATIONS.

   
   
   1. General. Member is responsible and liable for all uses of the AllyIQ Services and Documentation resulting from access provided by GPO, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. Without limiting the generality of the foregoing, Member is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms if taken by Member will be deemed a breach of these Terms by Member. 
   2. Member Control and Responsibility. Member has and will retain sole responsibility for: (a) all Member Content including its content and use; (b) all information, inputs, instructions, and materials provided by or on behalf of Member or any Authorized User in connection with the AllyIQ Services; (c) the Member Systems; (d) the security and use of Member's and its Authorized Users' Access Credentials; and (e) all access to and use of the AllyIQ Services and GPO Materials directly or indirectly by or through the Member Systems or its Authorized Users' Access Credentials, with or without Member's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. Member shall provide all cooperation and assistance as GPO may reasonably request to enable GPO to exercise its rights and perform its obligations under and in connection with these Terms.
   3. Treatment Decisions. GPO does not provide healthcare services of any kind. Member and/or any other professionals treating a patient have the exclusive responsibility for all healthcare services, including any medical decisions or actions with respect to a patient’s medical care, and for determining the accuracy, completeness, or appropriateness of any billing, clinical, coding, dispensing, diagnostic, medical, or other information provided in connection with the AllyIQ Services or any other products or services provided or made available by GPO. Member acknowledges and agrees that neither GPO, the AllyIQ Services nor any other products or services provided by GPO “recommend”, “suggest”, or “advise” diagnoses, proper dispensing, administering or prescribing, or other treatment decisions.
   4. Corrective Action and Notice. If Member becomes aware of any actual or threatened activity prohibited by Section 3, Member shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the AllyIQ Services and GPO Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify GPO of any such actual or threatened activity.
      
      

5. MEMBER CONTENT, PHI.

    

   1. Member Content. As between Member and GPO, Member is and will remain the owner of all right, title, and interest in and to all Member Content. Member shall have sole responsibility for the legality, reliability, integrity, accuracy, quality, maintenance, and use of Member Content.
   2. PHI. The use and disclosure of PHI by GPO shall be subject to and in accordance with the terms of the Business Associate Agreement mutually executed by GPO and Member. GPO and Member agree to amend any Business Associate Agreement if necessary to comply with HIPAA or other applicable Law. Member shall be solely responsible for entering into any Business Associate Agreement with third parties that may be necessary to permit GPO to provide the AllyIQ Services. Member is solely responsible for ensuring that it has obtained and maintains all necessary patient consents and authorizations for the access, transmission, and Processing of PHI by or through the AllyIQ Services. 
   3. Consent to Use Member Content. Subject to Section 5.2, Member hereby irrevocably grants all such rights, licenses, and permissions in or relating to Member Content as are necessary or useful to GPO, its Affiliates, and GPO Personnel to provide the AllyIQ Services, enforce these Terms and exercise GPO’s, its Affiliates’, and GPO Personnel's rights and perform GPO’s obligations hereunder, including using or disclosing such Member Content as may be required by applicable Law, or as otherwise permitted in these Terms or any Executed Agreement. Notwithstanding anything herein to the contrary, GPO may use and disclose relevant Member Content to GPO Partners for the negotiation and administration of GPO Partner Contracts, as GPO Partners and GPO Partner Contracts are defined in the Membership Agreement.
   4. Release. If Member authorizes or instructs GPO to grant any third party access to Member Content and/or transfer such Member Content to a third party, Member (a) acknowledges and agrees that Member is solely responsible to enter into any agreement with such third party to govern the third party’s access, possession, processing and use of the Member Content, including any required Business Associate Agreement, and ensure that such access, possession, processing and use complies with all applicable Law; (b) acknowledges and agrees that GPO does not limit or have any control of such third party’s possession, processing or use of the Member Content; and (c) hereby releases and indemnifies the GPO Indmenitees from and against all Actions and Losses arising from or related to GPO providing access or transferring the Member Content to such third party and such third party’s access, possession, processing or use of such Member Content. Member shall notify GPO immediately if any agreement with a third party who is receiving Member Content from the AllyIQ Services is terminated or expires. Upon receipt of such notification, GPO shall use reasonable efforts to terminate such third party’s future access to Member Content. GPO reserves the right to terminate any third parties’ access to the AllyIQ Services at any time without notice, including providers of Third-Party Services.
      
      

6. DATA BACKUP.

   
   The AllyIQ Services do not replace the need for Member to maintain regular data backups or redundant data archives. In the event of any loss, destruction, damage, or corruption of Member Content caused by GPO Systems or AllyIQ Services, GPO will, as its sole obligation and liability and as Member's sole remedy, use commercially reasonable efforts to restore the Member Content from GPO’s then most current backup of such Member Content. GPO HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF MEMBER CONTENT.
   
   

7. SECURITY. 

   
   GPO will employ measures in accordance with GPO’s data privacy and security policies, as amended from time to time. GPO maintains a data breach plan and shall implement the procedures required under such data breach plan on the occurrence of a data breach (as defined in such plan). Member shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the AllyIQ Services; and control the content and use of Member Content, including the uploading or other provision of Member Content for Processing by the AllyIQ Services.
   
   

8. FEES AND PAYMENT.

   
   Member shall pay GPO the fees set forth in any Executed Agreement ("Fees") in accordance with this Section 8. All Fees and other amounts payable by Member pursuant to an Executed Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, Member is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority related to Member’s use of the AllyIQ Services and on any amounts payable by Member pursuant to an Executed Agreement, other than any taxes imposed on GPO’s income. If Member fails to make any payment when due then, in addition to all other remedies that may be available GPO may charge interest on the past due amount at the highest rate permitted under applicable Law. Member shall reimburse GPO for all reasonable costs incurred by GPO in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees.
   
   

9. CONFIDENTIALITY.
   

   
   “Confidential Information” means all non-public and business proprietary information of a party hereto disclosed in connection with the provision or receipt, as the case may be, of AllyIQ Services hereunder; provided, however, that the term “Confidential Information” does not include any information that (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party, either directly or indirectly, from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction, to receiving party’s knowledge, on disclosure; or (iv) is independently developed by the receiving party. All Confidential Information disclosed hereunder will remain the exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care, discretion and diligence in protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential information, but in no case less than reasonable care. The receiving party will limit access to Confidential Information to its Affiliates, employees and authorized representatives with a need to know and who are subject to enforceable obligations to the receiving party that contain protections no less stringent than those herein, and will instruct them to keep such information confidential. Notwithstanding the foregoing, the receiving party may disclose Confidential Information of the disclosing party (a) to the extent necessary to comply with any applicable Law, (b) as appropriate, to respond to any summons or subpoena or in connection with any litigation, and (c) as otherwise set forth in these Terms. Member Content may be disclosed as set forth in these Terms or any Executed Agreements, including to GPO Personnel and providers of Third-Party Services. If Member is compelled by law to disclose Confidential Information of GPO, Member shall give GPO prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at GPO’s cost, if GPO wishes to contest the disclosure. 
   
   

10. GPO MATERIALS. 

    
    All right, title, and interest in and to GPO Materials, including all Intellectual Property Rights therein, are and will remain with GPO. With respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Services. Member has no right, license, or authorization with respect to any of GPO Materials except as expressly set forth in Section 2.1 or the applicable third-party license, in each case subject to Section 3. All other rights in and to GPO Materials are expressly reserved by GPO. In furtherance of the foregoing, Member hereby unconditionally and irrevocably grants to GPO an assignment of all right, title, and interest in and to any Feedback and the Resultant Data, including all Intellectual Property Rights relating thereto. “Feedback” means any and all suggestions or recommendations related to the AllyIQ Services or GPO Materials provided by Member or any of its Representatives.
    
    

11. WARRANTIES AND DISCLAIMERS.

    
    
    1. Mutual Representations and Warranties. Each party represents and warrants to the other party that (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under these Terms; (c) these Terms constitute a legal, valid, and binding obligation, enforceable against each party in accordance with its terms.
    2. Additional GPO Representations, Warranties, and Covenants. GPO represents, warrants, and covenants to Member that the AllyIQ Services will be executed in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. 
    3. Additional Member Representations, Warranties, and Covenants. Member represents, warrants, and covenants to GPO that Member owns or otherwise has and will have and maintain the necessary rights and consents, including all necessary patient consents and authorizations, in and relating to the Member Content such that, as received, transmitted and Processed by GPO through the AllyIQ Services in accordance with these Terms (including the relevant Business Associate Agreement for PHI), the Member Content does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. Member will comply with all applicable Law pertaining to the security, confidentiality, and protection of Member Content (including PHI and Personal Information), as well as Member’s use of the AllyIQ Services and any Third-Party Services.
    4. Data Warranty Disclaimer. Member acknowledges and understands that the AllyIQ Services receive and transmit data, information and analytics with and from a variety of sources and systems that may include distribution partners, biopharmaceutical partners, providers of Member’s practice management and electronic health systems, and other Third-Party Services. The AllyIQ Services also contain analyses of data including estimates, projections, and hypothetical scenarios. Accordingly, GPO cannot and does not make any representations, warranties, or guarantees as to the accuracy, reliability, or completeness of any data or information received, transmitted and Processed through the AllyIQ Services. GPO expressly disclaims any and all liability for any errors, inaccuracies, or incompleteness in any such data or information, and GPO will not be liable for any decisions made or actions taken in reliance upon such data or information. 
    5. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 11.1 AND SECTION 11.2, ALL ALLYIQ SERVICES AND GPO MATERIALS ARE PROVIDED "AS IS." GPO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, GPO AND ITS AFFILIATES MAKE NO WARRANTY OF ANY KIND THAT THE ALLYIQ SERVICES OR GPO MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET MEMBER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER ALLYIQ SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN MEMBER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY SERVICES.
       
       GPO IS NOT IN ANY WAY ENGAGED IN THE PRACTICE OF MEDICINE OR ACTING AS A PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL OR PROVIDER. ANY TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, DISPENSING OR ADMINISTERING PRODUCT, OR OTHER INFORMATION REFERENCED BY OR THROUGH SERVICES ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF TREATMENT, THERAPY, PROCEDURE, INFORMATION, MEDICATION, DISPENSING, ADMINISTERING, PRODUCT, OR OTHER INFORMATION. THE ULTIMATE RESPONSIBILITY FOR DIAGNOSING AND TREATING ANY PATIENT RESTS SOLELY WITH THE PATIENT’S HEALTH CARE PROVIDER. 
       
       MEMBER’S USE OF THE ALLYIQ SERVICES OR THIRD-PARTY SERVICES MADE AVAILABLE TO MEMBER IN NO WAY CONSTITUTES THE PROVISION OF LEGAL ADVICE FROM GPO TO MEMBER.
       
       

12. INDEMNIFICATION.

     
    1. GPO Indemnification. GPO shall indemnify, defend, and hold harmless Member and Member's officers, directors, employees, agents, (each, a "Member Indemnitee") from and against any and all Losses incurred by a Member Indemnitee resulting from any Action by a third party (other than an Affiliate of a Member Indemnitee) that Member's use of the AllyIQ Services (excluding Member Content and Third-Party Services) in accordance with these Terms infringes or misappropriates such third party's US Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third-Party Services or Member Content; (b) access to or use of GPO Materials in combination with any hardware, system, software, network, or other materials or service not provided by GPO or specified for Member's use in the Documentation, unless otherwise expressly permitted by GPO in writing; (c) modification of GPO Materials other than: (i) by or on behalf of GPO; or (ii) with GPO’s written approval in accordance with GPO’s written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Member by or on behalf of GPO; or (e) act, omission, or other matter described in Section 12.2(a), Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any GPO Indemnitee.
    2. Member Indemnification. Member shall indemnify, defend, and hold harmless GPO Personnel and GPO and its Affiliates, and each of its and their respective officers, directors, employees, agents, successors, and assigns (each, an "GPO Indemnitee") from and against any and all Losses incurred by such GPO Indemnitee resulting from any Action by a third party that arise out of or result from, or are alleged to arise out of or result from: (a) Member Content, including any Processing of Member Content by or on behalf of GPO or its Affiliates in accordance with these Terms; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Member or any Authorized User, including GPO’s compliance with any specifications or directions provided by or on behalf of Member or any Authorized User; (c) allegation of facts that, if true, would constitute Member's breach of any of its representations, warranties, covenants, or obligations under these Terms; or (d) negligence or more culpable act or omission (including recklessness or willful misconduct) by Member, any Authorized User, or any third party on behalf of Member or any Authorized User, in connection with the AllyIQ Services or these Terms.
    3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
    4. Sole Remedy. THIS SECTION 12 SETS FORTH MEMBER'S SOLE REMEDIES AND GPO AND ITS AFFILIATES’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE ALLYIQ SERVICES, GPO MATERIALS OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
       
       

13. LIMITATIONS OF LIABILITY.

    
    
    1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GPO OR ANY OF ITS AFFILIATES, GPO PERSONNEL, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE GPO MATERIALS OR ANY SUBJECT MATTER OF THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE ALLYIQ SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR ALLYIQ SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF GPO AND ITS AFFILIATES ARISING OUT OF OR RELATED TO GPO MATERIALS OR ANY SUBJECT MATTER OF THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THREE TIMES THE TOTAL AMOUNTS PAID TO GPO UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR $1,000.00 USD, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO MEMBER.
       
       

14. TERM AND TERMINATION.
    
    

    1. Term. No minimum term is required by GPO, but may be required by a provider of Third-Party Services.  These Terms continue in effect for as long as Member or any Authorized User accesses or uses the AllyIQ Services. 
    2. Termination. In addition to any other express termination right set forth elsewhere in these Terms:
       1. either party may terminate these Terms for any reason upon thirty (30) days' advance notice; and
       2. either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    3. Effect of Termination or Expiration. Upon any termination of these Terms, except as expressly otherwise provided in these Terms:
       1. all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
       2. GPO shall promptly cease all use of any Member Content or Member's Confidential Information and permanently erase all Member Content and Member's Confidential Information from all systems GPO directly or indirectly controls, provided that, for clarity, GPO’s obligations under this Section 14.3(b) do not apply to any Resultant Data;
       3. Member shall immediately cease all use of the AllyIQ Services and GPO Materials and (i) within three (3) business days return to GPO, or at GPO’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any GPO Materials or GPO’s Confidential Information, and arrange for the return of any hardware provided to Member by GPO; and (ii) permanently erase all GPO Materials and GPO’s Confidential Information from all systems Member directly or indirectly controls; and (iii) certify to GPO in a signed written instrument that it has complied with the requirements of this Section 14.3(c);
       4. notwithstanding anything to the contrary in these Terms, with respect to information and materials then in its possession or control: (i) the receiving party may retain the disclosing party's Confidential Information; (ii) GPO may retain Member Content in the case of each of subclause (i) and (ii) in its then current state and solely to the extent and for so long as required by applicable Law; (iii) GPO may also retain Member Content in its backups, archives, and disaster recovery systems until such Member Content is deleted in the ordinary course; and (iv) all information and materials described in this Section 14.3(d) will remain subject to all confidentiality, security, and other applicable requirements of these Terms; and
       5. GPO may immediately disable all Member and Authorized User access to GPO Materials.
    4. Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: Section 3, Section 5, Section 9, Section 11.3, Section 11.4, Section 11.5, Section 12, Section 13, Section 14.3, this Section 14.4, and Section 15.
       
       

15. MISCELLANEOUS.

     
    1. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
    2. Notices. Any notices to GPO must be sent to GPO’s corporate headquarters address, or such other address that GPO notifies Member is appropriate for notices hereunder, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by GPO. Notwithstanding the foregoing, Member hereby consents to receiving electronic communications from GPO. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the AllyIQ Services. Member agrees that any notices, agreements, disclosures, or other communications that GPO sends to Member electronically will satisfy any legal communication requirements, including that such communications be in writing.
    3. Interpretation. For purposes of these Terms: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Terms as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in these Terms: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (y) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend these Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
    4. Headings. The headings in these Terms are for reference only and do not affect the interpretation of these Terms.
    5. Incorporation. The Terms of Use and all Executed Agreements are hereby incorporated herein by reference. These Terms, the Terms of Use and all Executed Agreements, constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms.
    6. Assignment. Member shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without GPO’s prior written consent. Any purported assignment, delegation, or transfer in violation of this provision is void. These Terms are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
    7. Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms; provided, that, each Section of these Terms limiting liability and/or disclaiming warranties, shall apply to all GPO Affiliates in the same manner that they apply to GPO, mutatis mutandis.
    8. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    9. Severability. If any term or provision of these Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    10. Change in Law. The parties agree to negotiate changes to these Terms in good faith if there is a change in Law that affects the legality of either party’s performance under these Terms, or a change in a party’s analysis of any such legality.
    11. Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to these Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
    12. Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
    13. Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach of its obligations under Section 9 or, in the case of Member Section 3 or Section 4, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.