Archimedes provides “You” access and use of this Portal, an authorized user, subject to compliance with these Terms and Conditions of Use (“Terms”) and any related Agreements between your company and Archimedes . When you are accessing this Portal You are assenting to these Terms and Conditions “Terms.” Archimedes reserves the right to change the Terms at any time in its sole discretion. If You do not agree to be bound by the Terms while using the Portal or You do not have authority to agree to or accept these Terms, you may not use the Portal. As a condition Your continued use of the Portal, You warrant that You will not violate any laws or regulations.

You are deemed to have assented to these Terms as applicable to the Portal when You complete the online registration processes required for Authorized Users and indicate during the registration process that You accept these Terms. You are deemed to have accepted these Terms each time you access the Portal and each time you use your login credentials to access the Authorized User portion of the Portal.

From time to time, Archimedes, in its sole discretion, may modify these Terms, including additional provisions that reflect new Portal functionality, significant modifications to or deletion of existing provisions, and more significant changes to Portal functionality that cause provisions to be modified, added, or removed.

You are required to comply with these Terms and all applicable laws in connection with your use of the Portal. You agree that You have appropriate procedures and safeguards with respect to your access and use of the Portal and any Portal Content (as defined below) related to You or any client of Yours obtained through the Portal. As a condition of use of the Portal, You agree that You will not use the Portal or Portal Content for any purpose that is unlawful or prohibited by these Terms or any agreements “Agreements” in place with Your company and Archimedes. You agree that You will only provide information during registration and in connection with inputting or changing Portal Content, and all other uses of the Portal that is true and accurate and is not false, misleading, or otherwise an impersonation of any person or entity.

You agree that you will not and will not attempt to:

1. access or use the Portal or Portal Content or any component thereof in any manner or for any purpose not expressly authorized by these Terms or the “Agreements”
2. distribute, sublicense, lease, rent, loan, or otherwise use or make any component of the Portal or Portal Content available for use by third parties, including as part of a service bureau, outsourcing, or external consulting arrangement;
3. allow any other person or entity to use your login credentials to access, view, or use any component of the Portal or for copying, extracting, downloading, viewing, transmitting, or receiving data of any kind;
4. access any component available through the Portal via remote access through interfaces or automated means not approved in writing by Archimedes;
5. collect, compile, or otherwise attempt to "screen scrape," "data mine" or "harvest" any component of the Portal or Portal Content, including through the creation of any duplicate or derivative data store;
6. deactivate, bypass, or circumvent any access controls or security measures for the Portal;
7. gain unauthorized access to the Portal or another site user's network, systems, or data;
8. engage in any activity or use any device, software, or routine, or introduce any virus, Trojan horse, spyware, adware, or other malicious code, that interferes with a user's access to the Portal or the proper operation of this Portal;
9. engage in any activity that disrupts or impairs the performance of the Portal or Portal Content;
10. access or use the Portal in violation of any applicable laws or regulations, the intellectual property or other rights of any third party, or any contractual or legal duty or obligation including in a manner prohibited by these Terms;
11. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying programming, models, databases, or database structures for the Portal or Portal Content; or
12. remove or obscure any copyright, trademark, confidentiality, or other Portal notices, terms, or disclosures. Archimedes reserves the right to suspend or terminate Portal access to address non-compliance with these Terms.

This Portal may contain text, images, software (including images or files incorporated in or generated by the software or data accompanying such software), graphics, audio, features, data, designs, images, and other such similar content (collectively "Portal Content"). Unless otherwise expressly provided in the Agreements (e.g., with respect to “Client Data”), Portal Content is the property of Archimedes, our clients or our third-party licensors. The Portal Content is protected by United States and international copyright, trademark, and other laws. You may use the Portal and access Portal Content solely for Your or the client’s business use. You shall keep intact all copyright and other proprietary notices. Except as permitted by these Terms or the Agreements, You may not modify, copy, reproduce, republish, upload, transmit, hyperlink to or from, or distribute in any way Portal Content from this Portal, including code and software underlying this Portal, nor may you sell, transfer, or otherwise use the Portal or the Portal Content in commerce or for any public or commercial endeavor without ARCHIMEDES ’s prior and express written consent. Archimedes, in its sole discretion, may make changes to the Portal Content at any time without notice.

Any use of the Portal Content not expressly permitted by these Terms or the Subscription Agreement will be a breach of the Terms or Subscription Agreement and could violate copyright, trademark or other types of laws. Any rights not expressly granted in these Terms are reserved to Archimedes and its licensees. Archimedes reserves the right to assign the Terms at any time as part of a sale, merger, or transfer of Archimedes to any other company.

Archimedes respects the intellectual property of others and expects the Users of the Portal to do the same. If You believe that Your work has been copied and is accessible on this Portal in a way that constitutes copyright infringement, please submit the following information to Account Management at accountmanagement@archimedesrx.com

• identification of the copyrighted work claimed to have been infringed;
• identification of the allegedly infringing material on the Portal that is requested to be removed;
• your name, address and daytime telephone number, and an e-mail address if available, so that we may contact you if necessary;
• a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
• a statement that the information in the notification is accurate, and under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
• a physical or electronic signature of the copyright owner or the person authorized on the owner's behalf to assert infringement of copyright and to submit the statement.

Archimedes will remove any content that infringes the copyright of any person under the laws of the United States upon receipt of information as set forth above, and may, in ARCHIMEDES ’s sole discretion if ARCHIMEDES deems it appropriate, terminate access rights of any User who ARCHIMEDES reasonably believes violates any United States copyright laws.

Copyright @ 2019 Archimedes. All rights reserved. Any rights not expressly granted herein are reserved.

The portal and the portal content are provided on an "as is" and "as available,” and all use of the portal and the portal content is at your own risk. To the fullest extent permissible under applicable law, Archimedes makes no representations or warranties of any kind, express or implied, regarding the portal, the portal content, or your access to or use thereof. Archimedes hereby disclaims any and all implied and statutory warranties of any kind, including but not limited to any warranties of merchantability, fitness for a particular purpose, performance, title, quiet enjoyment, non-infringement, custom, and usage of trade. In those jurisdictions which disallow exclusion of implied warranties, Archimedes neither warrants nor represents that the accuracy or reliability of the portal nor that the portal content does not infringe the rights of third parties.

Without limiting the foregoing, Archimedes does not represent or warrant that the portal or the portal content will be accurate, complete, up-to-date, or reliable; that access to or use of the portal will be uninterrupted, secure, or error-free; that the portal, the portal content, or any portion thereof will not change or be discontinued; that the portal or the portal content will be free from computer viruses or other harmful components; or that access to or use of the portal or the portal content is lawful in any particular jurisdiction. No supplier to Archimedes has any warranty, support, or other obligations to you in connection with your use of this portal. You assumes the entire obligation and cost of any and all necessary computer, mobile device, and network service, repair, and correction.

Subject to the limitation of liability set forth in the Archimedes , under no circumstances shall Archimedes be liable for any indirect, incidental, consequential, special, exemplary, punitive, or other damages or losses of any kind arising out of or directly or indirectly related to the portal, the portal content, you access to or use thereof, Archimedes ’s performance, non-performance, acts, or omissions in connection therewith, the privacy policy, or these terms, even if foreseeable, and even if Archimedes has been advised or should have known of the possibility of such damages.

The limitations on liability in this section shall apply to the fullest extent permissible under applicable law, regardless of the number of incidents or claims, and regardless of the nature of the damage, loss, claim, or cause of action (whether in contract, tort, negligence, strict liability, indemnity, or otherwise). The limitations on liability in this section are an essential part of these terms and shall be valid and binding even if any remedy is deemed to fail of its essential purpose. Some jurisdictions do not allow the exclusion of incidental, consequential, or certain other damages, so the above exclusions may not apply to you to the extent such a jurisdiction's law applies and limits such exclusions.

By using the Portal, You are agreeing that the laws of the State of Tennessee, without regard to conflict of its laws provisions, governs these Terms, and that any claim or dispute regarding the Portal or Portal Content that you believe You have against Archimedes must be brought in Nashville, Tennessee.

Any waiver by Archimedes must be expressed and in writing, must be directed specifically by Archimedes to You, and must be signed by Archimedes ’s duly authorized representative. Any failure by Archimedes to enforce any provision of these Terms or to respond to a breach by You or third parties shall not in any way limit or waive our right to do so, including without limitation our right to enforce subsequently any provision of these Terms, or to assert ARCHIMEDES ’s rights with respect to the same or similar breaches.

Archimedes collects several different types of information for various purposes to provide and improve our service to you. While using the Portal, Archimedes may ask you to provide certain personally identifiable information that can be used to contact or identify you. Personally identifiable information may include, but is not limited to:

• Email address
• First name and last name
• Cookies and Usage Data

Usage Data - Archimedes may also collect information how the Portal and Portal Content is accessed and used. This Usage Data may include information such as your computer's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Portal that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

Archimedes uses cookies and similar tracking technologies to track the activity on our Portal and hold certain information. Cookies are files with small amount of data which may include an anonymous unique identifier. Cookies are sent to your browser from a website and stored on your device. Tracking technologies also used are beacons, tags, and scripts to collect and track information and to improve and analyze the Portal and our services. You can instruct your browser to refuse all cookies or to indicate when a cookie is being sent. However, if you do not accept cookies, you may not be able to use some portions of the Portal.

Examples of Cookies we use:

• Session Cookies. We use Session Cookies to operate the Portal.
• Preference Cookies. We use Preference Cookies to remember your preferences and various settings.
• Security Cookies. We use Security Cookies for security purposes.

Use of Data - Archimedes uses the collected data for various purposes:

• To provide and maintain the Portal and Portal Content
• To notify you about changes to the Portal
• To allow you to participate in interactive features of the Portal when you choose to do so
• To provide customer care and support
• To provide analysis or valuable information so that we can improve the Portal
• To monitor the usage of the Portal
• To detect, prevent and address technical issues

Archimedes employs reasonable and appropriate physical and logical security measures to protect personal information from loss, theft, misuse, unauthorized access, and unintentional disclosure, alteration, or destruction. You are responsible for maintaining the security of your password or other form of authentication involved in accessing password-protected or secured resources. In order to protect you and your information, Archimedes may suspend your use of a website without notice, pending an investigation, if any security breach is suspected.

Archimedes will retain your personal information only as long as needed to provide you with services or as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Data entered into the Portal is retained in accordance with our subscription standards.