Welcome to the Registered Users Only Premierinc.com Web site (the "Site"), provided by Premier, Inc. ("PREMIER, INC." or "we"). This Agreement contains the terms and conditions upon which you ("you," or "the user") may access and use the valuable information and services available through the Site.

You agree to review this Agreement periodically to ensure that you are aware of any modifications. Your continued access or use of the Site shall be deemed your conclusive acceptance of the modified Agreement.

1. LICENSE. THE CONTENTS OF THIS SITE, INCLUDING ITS "LOOK AND FEEL" (E.G., TEXT, GRAPHICS, IMAGES, LOGOS, AND BUTTON ICONS), EDITORIAL CONTENT, NOTICES, SOFTWARE (INCLUDING HTML-BASED COMPUTER PROGRAMS) AND OTHER MATERIAL, ARE PROTECTED UNDER BOTH UNITED STATES AND FOREIGN COPYRIGHT, TRADEMARK AND OTHER LAWS. These contents belong or are licensed to PREMIER, INC. We herebygrant you the right to view and use this Site subject to the terms and conditions of this Agreement. You may download and/or print a copy of the information provided in this Site for your or your company's internal use only. 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. In turn, you grant us a non-exclusive, royalty-free license to use any content you post on the Site for any purpose, subject to the express terms of this Agreement. We do not authorize other web sites to link to this site without our prior permission. Please contact us at the address indicated at the end of this Agreement should you wish to effect such a link.

OWNERSHIP AND CONFIDENTIALITY OF SITE CONTENT

All of the content included in this website is the property of Premier and is protected under United States and international copyright laws (the “Site Content”). You agree to only use the Site Content for your internal business purposes and not to disclose any of the Site Content to any person or entity other than your employees who are authorized to access this website.

DISCLAIMER REGARDING INFORMATION ABOUT THIRD-PARTY PRODUCTS AND SERVICES

This website includes information about third-party products and services. All such information is provided by Premier for informational purposes only and, unless expressly provided otherwise, does not constitute an endorsement or a recommendation by Premier of any third-party product or service. Premier 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 this website. Prior to purchasing or using any third-party product or service, you should independently investigate and evaluate whether the product or service meets your needs. In any event, you agree that Premier shall have no liability whatsoever as a result of your purchasing or using any third-party product or service for which information is provided about on this website.

2. UNAUTHORIZED USE. You agree that no unauthorized person or entity shall have access to the Site using your user name or password. You agree that your rights to use this Site are non-transferable. You may not assign, sublicense, transfer, pledge, lease, rent, or share the user name and password established during registration (other than with an agent acting on your behalf and subject to your direct supervision) and you shall not provide third parties with hyperlink access to the Site.

3. REGISTRATION. You agree to allow PREMIER, INC. to take reasonable measures as necessary to verify the accuracy and completeness of the information you submit as part of your registration. You agree not to provide incomplete, false, or misleading information as part of your registration or other information provided to PREMIER, INC., or to others in connection with your participation in the Site's Interactive Areas.

4. PRIVACY. We respect your personal privacy and the sensitivity of your corporate information.

5. INTERACTIVE AREAS. PREMIER, INC. may provide areas on the Site to which you or others can post messages or transmit communications ("Interactive Areas"). As a condition of your use of this service, you warrant to us that you will not use the Interactive Areas for any purpose that is unlawful or prohibited by this Agreement. We reserve the right to deny you access to any part of this service at our sole discretion. You are responsible for material that you send to any Interactive Area. PREMIER, INC. makes no endorsement, representation or warranty with respect to statements made by any user in the site's interactive areas.

6. GENERAL TERMS OF USE. In order to maintain an informative and valuable service for you, but one which seeks to avoid the harm that can result from disseminating statements that are false, malicious, and violations of the rights of others, or otherwise harmful, it is necessary to establish the following rules to protect against abuse.

a. You are responsible for material that you post on the Site.

b. You may not use the Site or an Interactive Area on the Site for any purpose in violation of local, state, federal, or other applicable law.

c. You may not post or transmit any message which is libelous, defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program which is indecent, obscene or pornographic.

d. You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.

e. You may not interfere with other users' use of the Interactive Areas or of the Site generally, including, without limitation, disrupting the normal flow of dialogue in an Interactive Area, deleting or revising any material posted by another person or entity, or taking any action that imposes a disproportionate burden on the Site infrastructure or that negatively affects the availability of the Site to others.

f. You may not post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features.

g. You may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not PREMIER, INC.'s intent to discourage users from taking controversial positions or expressing vigorously what may be unpopular views; however, we reserve the right to take such action as it deems appropriate in cases where the Interactive Areas are used to disseminate statements which are deeply and widely offensive and/or harmful.

h. Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. You may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services except in those areas (e.g., a classified bulletin board) that are designated for such purpose.

i. You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through Interactive Areas designated for that purpose is between you and that employer, employee, or contractor alone, and not with PREMIER, INC.

j. You may not copy or use personal identifying or business contact information about users of the Site without their permission. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies which you obtain through the Site are prohibited.

k. Notwithstanding anything to the contrary in this Agreement, using or attempting to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engines and search agents available from PREMIER, INC. on this Site and other than generally available third-party web browsers (such as Netscape Communicator or Microsoft Explorer) is prohibited.

l. You may not attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Site.

7. REVIEW OF POSTINGS AND CONDUCT OF USERS. PREMIER, INC. is under no obligation to review communications and materials posted on the Site or sent to users through the Site. PREMIER, INC. is not responsible for the content of these communications and materials. For these reasons, you agree to release PREMIER, INC. (and our officers, directors, agents and employees) from claims, demands, and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We reserve the right (but are not obligated) to monitor, block, edit or remove communications or materials that we determine, in our sole discretion, to be (a) abusive, libelous, defamatory or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark, or other intellectual property right of another, or (d) offensive or otherwise unacceptable to PREMIER, INC. We also reserve the right to record communications or materials posted in Interactive Areas as part of our monitoring activities.

8. LINKS. The Site may contain links to web sites operated by others. The links are provided for your convenience only. We do not control such web sites, and are not responsible for the content and performance of these sites or for your transactions with them. Our inclusion of links to such web sites does not imply any endorsement of the material on such web sites or any association with their operators. PREMIER, INC. does not in any way operate, control, or endorse any information, products, or services provided by third parties through the Internet.

9. WARRANTY DISCLAIMER. The information on this site is provided "as is." You expressly acknowledge that your access or use of the information is at your sole risk. The information on this site is compiled from various third-party content providers ("Providers"). PREMIER, INC. and its providers make no representations or endorsement about the suitability for any purpose of products and services available through the site. We and our providers do not guarantee the timeliness, validity, completeness or accuracy of information made available to you for any particular purpose. We and our providers disclaim all warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the products, services and information contained on or made available through this site, including but not limited to the availability of this site, lack of viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties, or any failure to provide access to the site. Although we or our providers may update the content on this site from time to time, please note that medical information changes rapidly. Therefore, some of the information may be out of date and/or may contain inaccuracies or typographical errors.

10. WAIVER, RELEASE AND LIMITATION OF LIABILITY. You agree that neither PREMIER, INC., nor its officers, directors, employees, or agents shall have any liability to you under any theory or liability or indemnity arising out of or relating to use of the site. You hereby release and forever waive any and all claims you may have against PREMIER, INC., its officers, directors, employees, and agents (including but not limited to claims based upon the negligence of PREMIER, INC., its officers, directors, employees, or agents) for losses or damages you sustain arising out of or relating to use of the site.

11. SURVIVABILITY OF LIMITATION OF LIABILITY. Notwithstanding the foregoing paragraph, because some jurisdictions do not allow the exclusion or limitation of liability to the full extent described above, these limitations may not apply to you. If this limitation of liability or exclusion of warranty is held to be invalid or unenforceable for any reason, the maximum collective liability of PREMIER, INC., its officers, directors, employees, and agents, if any, for losses or damages shall not exceed $5,000. In no event shall PREMIER, INC., its officers, directors, employees, or agents be liable to you for any losses or damages greater than the amount referred to above. All other damages, direct or indirect, special, incidental, consequential or punitive arising out of or relating to use of the system are hereby excluded even if PREMIER, INC., its officers, directors, employees, or agents have been advised of the possibility of such damages.

12. DISCLAIMER OF LIABILITY FOR SERVICE INTERRUPTION. Neither PREMIER, INC., nor any of its affiliates, directors, officers, employees, agents, or any provider or third-party vendor will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of the system, or resulting from the act or omission of any other party involved in making this system or the data contained therein available to you, or from any other cause relating to your access to or your inability to access the system or these materials, whether or not the circumstances giving rise to such cause may have been within the control of PREMIER, INC. or of any vendor providing software or services support.

13. INDEMNIFICATION. You agree to indemnify, defend and hold harmless PREMIER, INC., its officers, directors, employees, and agents from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, arising out of or relating to any violation of this Agreement or any activity related to use of the Site (including but not limited to infringement of third parties' worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing the Site using your user name and password.

14. THIRD PARTY RIGHTS. The provisions of paragraphs 10, 11, 12, and 13 apply for the benefit of PREMIER, INC. and its officers, directors, employees, and agents. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

15. USER REPRESENTATIONS. You represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into this Agreement in the capacity indicated in your registration information and to use the Site in accordance with this Agreement. You agree to comply with your responsibilities and obligations as stated in this Agreement.

16. RIGHT TO TERMINATE. PREMIER, INC. shall have the right to terminate your ability to use or access the Site at any time without notice to you.

17. MISCELLANEOUS.

a. You agree that no joint venture, partnership, employment, or agency relationship exists between PREMIER, INC. and you as a result of this Agreement or your use of the Site.

b. Any cause of action or claim you may have with respect to PREMIER, INC. must be commenced within one (1) year after the claim or cause of action arises.

c. PREMIER, INC.'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

d. PREMIER, INC. may assign its rights and duties under this Agreement to any party at any time without notice to you.

18. 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 PREMIER, INC. 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. In light of the nature of this Agreement, you understand and agree that money damages may be insufficient to rectify breach and that, consequently, PREMIER, INC. will be entitled to seek preliminary and equitable relief upon a breach of the Agreement by you.

19. ENTIRE AGREEMENT. This Agreement comprises the full and final understanding between you and PREMIER, INC. and merges and supersedes any and all other agreements, understandings or representations, written or oral, with respect to the subject matter hereof. The Agreement may not be modified except by a writing (in paper or electronic form) signed by you and by an authorized representative of PREMIER, INC., and referring specifically to this Agreement. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.

20. SEVERABILITY. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions.

21. NOTICE TO YOU. PREMIER, INC. may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site, or by written communication delivered by first-class U.S. mail to your address on record with PREMIER, INC. as part of your registration information.

22. CONTACTING US. 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, Inc.

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