SUPPLYSCAPE CORPORATION RELYING PARTY AGREEMENT (FLORIDA)
YOU ("RELYING PARTY") MUST AGREE TO THIS RELYING PARTY AGREEMENT ("AGREEMENT") BEFORE DOWNLOADING AND USING SUPPLYSCAPE'S PUBLIC KEY CERTIFICATE OR ACCESSING SUPPLYSCAPE'S CERTIFICATE REVOCATION LIST. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS SUPPLYSCAPE'S PUBLIC KEY CERTIFICATE, OR SUBMIT A QUERY TO OR DOWNLOAD, ACCESS, OR USE THE SUPPLYSCAPE CERTIFICATE REVOCATION LIST. IN CONSIDERATION OF YOUR AGREEMENT TO THESE TERMS AND CONDITIONS, YOU SHALL BE AUTHORIZED TO ACCESS THE ABOVE-REFERENCED SUPPLYSCAPE SERVICES, SUBJECT TO THIS AGREEMENT.
This Relying Party Agreement (the "Agreement") is effective with the electronic acceptance of this agreement (the "Effective Date") by and between SupplyScape Corporation ("SupplyScape") with offices at 500 Unicorn Park Drive, Suite 102, Woburn MA 01801 and the Relying Party.
1. SCOPE OF AGREEMENT
SupplyScape issues certain digitally signed messages (the "Certificate") that contain an authorized party's ("Subscriber") public key and associates it with certain information authenticated by SupplyScape and/or its agents, representatives, or service providers. The Certificate may be used in conjunction with a public key infrastructure that provides Certificates for both wired and wireless applications. Different classes of certification services provide different functionality and security features, corresponding to a specified level of trust. Under this Agreement, SupplyScape offers one (1) class of certification services for both the wired and wireless Internet and other networks for authentication of prescription drug pedigree papers as required under the laws of the State of Florida.
Relying Party may validate a Certificate by accessing a SupplyScape public key certificate or by using the then-current Certificate revocation list issued from time to time by SupplyScape (the "Repository").
2. CERTIFICATE
The Certificate provides a level of assurance and is issued to individuals ("Certificate Holders") authorized to sign prescription drug pedigree papers on behalf of a Subscriber for use with both client and server software. Certificates may be used for digital signatures to substantiate the identity, employment, and authority of the Certificate Holder in accordance with applicable law, based on authorization, identification, and permit documents supplied by Subscriber, and subject to SupplyScape's determination that the Subscriber is duly authorized to engage in the wholesale distribution of prescription drugs; that the Certificate Holder possesses certain valid, unexpired photographic government-issued identification; that the Subscriber has authorized the Certificate Holder to use the requested Certificate on its behalf; and that the person submitting the Certificate Application on behalf of the Subscriber was authorized to do so. Subscriber has the sole right to authorize the Certificate Holder's use of the Certificate, subject to the terms and conditions of the applicable Certificate Subscriber Agreement.
3. SUFFICIENT INFORMATION
Relying Party acknowledges and agrees that Relying Party has access to sufficient information to ensure that Relying Party can make an informed decision as to the extent to which Relying Party will choose to rely on the information in a Certificate. Relying Party acknowledges and agrees that its use of the Repository and its access to SupplyScape's public key certificate are governed by this Agreement. RELYING PARTY IS SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON THE INFORMATION IN A CERTIFICATE. Relying Party also acknowledges and agrees that Relying Party shall bear the legal consequences of its failure to comply with the Relying Party's obligations set forth in this Agreement.
4. RELYING PARTY'S OBLIGATIONS
Relying Party shall independently assess the appropriateness of the use of a Certificate for any given purpose and determine that the Certificate will, in fact, be used for an appropriate purpose.
Relying Party shall utilize the appropriate software and/or hardware to perform digital signature verification or other cryptographic operations Relying Party wishes to perform, as a condition of relying on a Certificate in connection with each such operation. Such operations include identifying an ordered list of Certificates which terminates in a root Certificate (a "Certificate Chain") and verifying the digital signatures on all Certificates in the Certificate Chain. Relying Party agrees that Relying Party will not rely on a Certificate unless these verification procedures are successful.
Relying Party shall check the status of a Certificate on which Relying Party wishes to rely, as well as all the Certificates in its Certificate Chain. If any of the Certificates in the Certificate Chain have been revoked, Relying Party agrees that that Relying Party is solely responsible for determining whether reliance on a digital signature performed with such Certificate is reasonable. Any such reliance is made solely at Relying Party's own risk.
Relying Party shall rely on the Certificate, if all of the checks described in the previous paragraphs are successful, provided that reliance upon the Certificate is reasonable under the circumstances and in light of Section 3 of this Agreement. If the circumstances do, or reasonably ought to, indicate a need for additional assurances, it is Relying Party's responsibility to obtain such assurances for such reliance to be deemed reasonable.
5. LIMITATIONS ON USE
Certificates upon which Relying Party may rely under this Agreement are not designed, intended, or authorized for use for any purpose except for digital signing of prescription drug chain-of-custody pedigree papers. Relying Party shall not disclose information Relying Party receives from SupplyScape to any third party. SupplyScape, is not responsible for misuse of, or assessing the appropriateness of the use of, any Certificate. Relying Party agrees that Certificates will not be used or relied upon by Relying Party beyond the limitations set forth in this Agreement.
6. COMPROMISE OF SECURITY
Relying Party agrees that Relying Party shall not monitor, interfere with, or reverse engineer the technical implementation of the SupplyScape certificate services, except upon prior written approval from SupplyScape, and shall not otherwise intentionally compromise the security of such services or any related private key.
7. EFFECT OF A CERTIFICATE
Relying Party acknowledges and agrees, to the extent permitted by applicable law, that where a transaction is required to be in writing, a message or other record bearing a digital signature verifiable with reference to a Certificate is valid, effective, and enforceable to an extent no less than had the same message or record been written and signed on paper. Subject to applicable law, a digital signature or transaction entered into with reference to a Certificate shall be effective regardless of the geographic location where the Certificate is issued or the digital signature created or used, and regardless of the - 3 -geographic location of the place of business of the Subscriber or Relying Party.
8. SUPPLYSCAPE LIMITED WARRANTIES
SupplyScape warrants to the Relying Party that (i) there are no errors introduced by SupplyScape in Subscriber's Certificate information as a result of SupplyScape's failure to use commercially reasonable care in creating the Certificate; and (ii) the Certificate complies in all material respects with the SupplyScape Certificate Policy, as may be amended from time to time.
9. DISCLAIMER OF WARRANTIES
RELYING PARTY AGREES THAT RELYING PARTY'S USE OF SUPPLYSCAPE'S SERVICE(S) IS SOLELY AT RELYING PARTY'S OWN RISK. RELYING PARTY AGREES THAT ALL SUCH SERVICES ARE PROVIDED "AS IS". EXCEPT AS SET FORTH IN SECTION 8, SUPPLYSCAPE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCEPT AS SET FORTH IN SECTION 8, SUPPLYSCAPE DOES NOT MAKE ANY WARRANTY THAT THE SERVICES WILL MEET RELYING PARTY'S REQUIREMENTS, THAT SUPPLYSCAPE WILL BE RECOGNIZED BY ANY GOVERNMENTAL AUTHORITY AS AN AUTHORIZED CERTIFICATE AUTHORITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; NOR DOES SUPPLYSCAPE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH SUPPLYSCAPE'S SERVICES. RELYING PARTY UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SUPPLYSCAPE'S SERVICES IS DONE AT RELYING PARTY'S OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY RELYING PARTY FROM SUPPLYSCAPE OR THROUGH SUPPLYSCAPE'S SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. RELYING PARTY MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. SUPPLYSCAPE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY RELYING PARTY FROM A THIRD PARTY.
RELYING PARTY ACKNOWLEDGES AND AGREES THAT SUPPLYSCAPE PROVIDES CERTIFICATES BASED ON SELF-DISCLOSED INFORMATION FROM SUBSCRIBERS OR FROM THIRD PARTY DATA SOURCES THE ACCURACY AND TIMELINESS OF WHICH SUPPLYSCAPE DOES NOT GUARANTEE.
10. OWNERSHIP OF INTELLECTUAL PROPERTY
All right, title and interest in and to all trademarks, service marks, and logos, patents, trade secrets, proprietary information, know-how, copyrights and all other intellectual proprietary rights used, developed, comprising, embodied in, or practiced in connection with any of the SupplyScape services identified herein ("SupplyScape Intellectual Property Rights") are owned by SupplyScape and/or its licensors. Relying Party acknowledges that no title to the SupplyScape Intellectual Property Rights is transferred to Relying Party, and that Relying Party does not obtain any rights, express or implied, in the SupplyScape services. To the extent that Relying Party creates any derivative work, such derivative work shall be owned by SupplyScape and all right, title and interest in and to each such derivative work shall automatically vest in SupplyScape. SupplyScape shall have no obligation to grant Relying Party any right in any such derivative work. Relying Party may not reverse engineer, disassemble or decompile the SupplyScape Intellectual Property or make any attempt to obtain source code to the SupplyScape Intellectual Property.
11. MODIFICATIONS TO AGREEMENT
Except as otherwise provided in this Agreement, Relying Party agrees, during the term of this Agreement, that SupplyScape may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective upon the earlier of thirty (30) days after posting of the revised Agreement or change to the service(s) on SupplyScape's Web site(s) or upon notification to Relying Party by e-mail or United States mail; or when required by law. Relying Party agrees to periodically review SupplyScape's Web sites, including the current version of this Agreement available on SupplyScape's Web site(s), to be aware of any such revisions. If Relying Party does not agree with any revision to the Agreement, Relying Party may terminate this Agreement at any time by providing notice to SupplyScape. Notice of Relying Party's termination will be effective on receipt and processing by SupplyScape. Any fees paid by Relying Party are nonrefundable. By continuing to use SupplyScape services after any revision to this Agreement or change in service(s), Relying Party agrees to be bound by any such revisions or changes. SupplyScape is not bound by nor should Relying Party rely on any representation by (i) any agent, representative or employee of any third party that Relying Party may use to apply for SupplyScape's services; or in (ii) information posted on SupplyScape's Web site(s) of a general informational nature. Except as provided herein, no employee, contractor, agent or representative of SupplyScape is authorized to alter or amend the terms and conditions of this Agreement.
12. INDEMNITY
Relying Party agrees to release, indemnify, defend and hold harmless SupplyScape and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) this Agreement, the breach of Relying Party's warranties, representations and obligations under this Agreement, or Relying Party's failure to perform the obligations of a Relying Party in accordance with this Agreement; (b) Relying Party's reliance on a Certificate where such reliance is not reasonable under the circumstances; (c) falsehoods or misrepresentations of fact by Relying Party; , (d) any intellectual property or other proprietary right of any person or entity, (e) Relying Party's failure to disclose a material fact, or (f) Relying Party's failure to confirm the status of a Certificate to determine if the Certificate is expired or revoked; or (g) Relying Party's failure to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of the private key under the terms of this Agreement. If SupplyScape is threatened with suit or sued by a third party, SupplyScape may seek written assurances from Relying Party concerning Relying Party's promise to indemnify SupplyScape. Relying Party's failure to provide those assurances may be considered by SupplyScape to be a material breach of this Agreement. SupplyScape shall have the right to participate in any defense by Relying Party of a third-party claim related to Relying Party's use of any SupplyScape services, with counsel of its choice at its own expense. Relying Party shall have responsibility to defend SupplyScape against any claim, but Relying Party must receive SupplyScape's prior written consent regarding any related settlement.
13. LIMITATION OF LIABILITY
IN NO EVENT SHALL SUPPLYSCAPE BE LIABLE FOR ANY LOST OR ANTICIPATED PROFITS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER IT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SUPPLYSCAPE'S LIABILITY UNDER THIS AGREEMENT FOR ALL CLAIMS, WITHOUT LIMITATION ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EXCEED THE FEES PAID TO SUPPLYSCAPE BY RELYING PARTY WITH RESPECT TO THE PARTICULAR SERVICES OUT OF WHICH SUCH CLAIM ARISES.
14. CONFIDENTIAL INFORMATION
Relying Party agrees that the services, the documentation, any information or data including without limitation information concerning customers, prices, fees, or algorithms, or information conveyed in computer program listings, drawings, processes, techniques, technical and marketing information which may be supplied by SupplyScape to Relying Party in connection with this Agreement (the "Confidential Information") is confidential and constitutes a valuable asset of SupplyScape. Confidential Information does not include: (a) information which is or becomes publicly available other than through disclosure by Relying Party in breach of this Agreement; (b) information disclosed or made available at any time to Relying Party by a third party without restriction and without breach of any relationship of confidentiality to SupplyScape; (c) information independently developed by Relying Party where Relying Party establishes that such development was accomplished without access to the services, documentation or any other Confidential Information; or (d) information which was already known to Relying Party at the time of disclosure. Relying Party agrees to use the Confidential Information only for the purposes specifically authorized in this Agreement, to hold such Confidential Information in strict confidence, and to not disclose any of the Confidential Information to any third party. Relying Party agrees to limit access to Confidential Information to those employees and contractors whose use of or access thereto is necessary to Relying Party's authorized use of the Confidential Information. Relying Party agrees not to cause or permit the reverse engineering, decompilation or disassembly of the services for any purpose, or to otherwise attempt to derive source code from the services. Relying Party agrees not to use, or allow any third party to use, any Confidential Information to aid in the development or marketing of any product similar to or competitive with the services. Relying Party shall not duplicate, copy or reproduce any of the Confidential Information, except with the prior written consent of SupplyScape or as otherwise permitted under this Agreement. Upon the expiration or termination of this Agreement or upon written notice from SupplyScape, Relying Party shall return the Confidential Information and all copies thereof, or certify its destruction in writing.
15. TERMINATION
SupplyScape may, at its option and without further notice, immediately terminate this Agreement and access to the services granted hereunder.
Upon termination of this Agreement, Relying Party shall immediately cease any and all use of the services. Upon SupplyScape's request, Relying Party shall provide SupplyScape with a statement signed by Relying Party confirming that Relying Party has ceased all use of the services.
16. PROTECTION OF PRIVATE KEY
RECEIVING PARTY IS NOTIFIED OF THE POSSIBILITY OF THEFT OR OTHER COMPROMISE OF A PRIVATE KEY CORRESPONDING TO A PUBLIC KEY CONTAINED IN A CERTIFICATE, WHICH MAY OR MAY NOT BE DETECTED, AND OF THE POSSIBILITY OF USE OF A STOLEN OR COMPROMISED KEY TO FORGE A DIGITAL SIGNATURE TO A DOCUMENT.
17. GENERAL
This Agreement contains the entire understandings and agreements between Relying Party and SupplyScape and supersedes all prior agreements or understandings, oral or written, relating to the subject matter hereof.
If any term or provision of this Agreement is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement.
Notwithstanding anything in this Agreement to the contrary, no default, delay or failure to perform on the part of SupplyScape shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due entirely to causes beyond the reasonable control of the party charged with a default, including, but not limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inaction of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters or failure of a common carrier or telecommunications infrastructure service provider.
This Agreement and all claims related to it, its execution or the performance of the parties under it, shall be construed and governed in all respects according to the laws of the Commonwealth of Massachusetts, without regard to any conflict of law provisions thereof that would require the application of the laws of any other jurisdiction. The parties hereby submit to the exclusive jurisdiction of the courts located in the Commonwealth of Massachusetts, both federal and state, and agree that any legal proceeding arising out of this Agreement shall be conducted solely in such courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Neither party shall commit any act or request the other party to commit any act which would violate either the export control laws or regulations of the United States or other export control laws, rules or regulations, as applicable. Relying Party represents and warrants that Relying Party shall not, directly or indirectly, export, re-export or transship products, technology or software in violation of any applicable U.S. export control laws and regulations or any other applicable export control laws of any country having jurisdiction over the parties or the transactions contemplated by this Agreement.
No waiver or failure to exercise any option, right or privilege under the terms of this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same on any other occasion or of any other option, right or privilege.
Relying Party may not assign this Agreement without the prior consent of SupplyScape, which shall not be unreasonably withheld. SupplyScape may, without Relying Party's consent, assign the right to monies due or becoming due. SupplyScape may also, without Relying Party's consent, assign this Agreement to an affiliate or successor, or assign this Agreement in the event of a sale of all or substantially all of SupplyScape's assets or stock or in the event of a sale of the assets or line of business to which this Agreement pertains.
The terms in Sections 5, 9, 10, 12, 13, 14, 15, 17 shall survive any termination or cancellation of this Agreement.
SupplyScape is not an agent, fiduciary, trustee, or other representative of relying Party and the relationship between SupplyScape and Relying Party is not that of an agent and a principal.
No Certificate Holder, Subscriber, or other third party shall be deemed a beneficiary of this Agreement.
All notices relating to this Agreement shall be in writing and delivered by hand or by overnight delivery service or first class prepaid mail with return receipt requested to the address of such party set forth above or the address specified by such party in accordance with this Section. Notices shall be deemed given when actually received.
