Last Updated: March 1, 2021

Please read this Agreement carefully and completely before using the Zinc Health Services, LLC ("Zinc Health") Bid Center Portal (the "Site") or any services or information provided through or in connection with the Site or by Zinc Health or one of its subsidiaries or affiliates (together with the Site, collectively, the "Service"). By clicking "I Accept" to this Agreement, or by using the Service (including any access to the Service), you expressly agree to be bound by this Agreement, by and between you and Zinc Health ("Zinc Health," "us" or "we"), which incorporates by this reference any additional terms and conditions posted by Zinc Health through the Site, or otherwise made available to you by Zinc Health. This Agreement does not govern your use of other sites or apps (including services on other sites or apps) operated by Zinc Health. The information and resources contained on and accessible through the Service are made available by Zinc Health to certain of its suppliers and vendors including the supplier that employs or contracts you ("Your Company") subject to your agreement to the terms and conditions of this Agreement as well as any underlying contractual provisions between Zinc Health and Your Company.

By using the Service, you affirm that you are of legal age to enter into this Agreement and are an authorized user of the Service as a representative from Your Company.

We may update this Agreement by notifying you of such updates by any reasonable means, including by posting the updated Agreement to the Site. Any changes in updating this Agreement will not apply to any dispute between you and us arising prior to the date on which we posted the updated Agreement, or otherwise notified you of such updated Agreement. The "Last Updated" legend above indicates when this Agreement was last changed. You should periodically review this page to determine if this Agreement has been updated. Your continued use of the Service following any updates to this Agreement shall constitute notice and acceptance of any such updates.

SERVICES PROVIDED

Zinc Health directly, or indirectly through an unaffiliated Internet service provider, shall provide you with electronic access, through your computer or other electronic device (collectively "Computer"), to the Information and Services provided on the Site.

ACCESS CODES AND REGISTRATION

As part of your registration process you may be asked to select a user name ("Name") and/or password ("Password"), or a user name and/or password may be created for you (the Name and Password are hereafter referred to as "Access Codes"). The Access Codes are for your personal use only. You are responsible for maintaining the confidentiality of the Access Codes, and agree not to provide them to any third party. You are responsible for all statements made and acts or omissions that occur while your Access Codes are being used. You are responsible for any breach of security caused by your failure to maintain the confidentiality of your Access Codes. You agree to notify Zinc Health immediately in the event of loss or theft of your Access Codes, or if you believe the confidentiality of your Access Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized use of the Service. Zinc Health reserves the right to revoke your Access Codes at any time without prior notice.

You represent and warrant that any and all registration information you give Zinc Health is accurate, complete, and up to date. You must inform Zinc Health promptly of any updates so that we can keep you informed of any changes to the Service or this Agreement, which may impact your use of the Service.

PROPRIETARY RIGHTS

Subject to your compliance with this Agreement, Zinc Health grants to you, solely for so long as you are permitted by us to use the Service, a limited, revocable, non-exclusive, non-transferable license to access, use and display the Service (including any Information, content or other materials generally made available through the Service to users of the Service) solely for Your Company’s use. No title, rights, or interests in any downloaded materials from the Service are afforded you as a result of such downloading for personal, non-commercial use.

As between you and Zinc Health, Zinc Health owns the Service and all the content on the Service, including text, graphics, legends, customized graphics, original photographs, data, images, music, audio and video clips, typefaces, titles, button icons, logos, designs, words or phrases, page headers, and software as well as the design, coordination, arrangement, enhancement, and presentation of this material. The Service and all the content on the Service is subject to trademark, service mark, copyright, and/or other intellectual property rights held by Zinc Health and its suppliers and vendors. Any trademark or copyright notices may not be deleted or altered in any way. Zinc Health's trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of Zinc Health. You acknowledge that these rights are valid and protected in all forms, media, and technologies existing now or hereinafter developed.

Copying, publishing, broadcasting, re-broadcasting, webcasting, transmitting, modifying, deleting, augmenting, distributing, downloading, storing, reproducing, sublicensing, adapting, creating derivative works of any content available through the Service, or posting this content or selected portions of this content in any manner on any network computer, broadcast media, or other technologies existing now or hereinafter developed for unauthorized publication or commercial use without the prior written consent of Zinc Health is strictly prohibited. You hereby agree not to reproduce, duplicate, copy, sell, resell, decompile, disassemble, or exploit for any commercial purposes any portion of the Service, use of the Service, or access to the Service, or to collect any information about Site visitors or users of the Service, or otherwise systematically download and store Service content. You agree that you will not send, upload, post, reproduce, transmit or distribute any communication, content or Material of any type through the Service or otherwise to Zinc Health that infringes or violates any rights of any party or violates this Agreement or any underlying agreement between Your Company and Zinc Health.

USAGE RULES AND REQUIREMENTS

You may not (a) submit any automated or recorded requests to the Site or the Service unless otherwise approved by Zinc Health; or (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, identify, or discovery any source code, underlying ideas, or algorithms of the Service by any means, except to the extent that the foregoing restriction is prohibited by applicable law. You agree to use the Services only for lawful purposes. You agree not to interrupt or attempt to interrupt the operation of the Service in any way. Any conduct by you that, as reasonably determined by Zinc Health, restricts, inhibits, or interferes with the ability of any other user to use the Service (including by means of hacking or defacing any portion of the Service, or by engaging in spamming, flooding, or other disruptive activities) is prohibited. You must not transmit or otherwise make available through or in connection with the Service any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment.

PRIVACY

Your submission of information through the Services is governed by our applicable Privacy Policy. Zinc Health may disclose your information to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or official requesting such information.

RESPONSIBILITY FOR HARDWARE, SOFTWARE, TELECOMMUNICATIONS AND OTHER SERVICES

You are responsible for obtaining, maintaining, and paying for all hardware, software, and all telecommunications and other services, needed for you to use the Service.

ELECTRONIC COMMUNICATIONS

When you send emails or other electronic messages to us or in connection with the Service, you are communicating with us electronically and consent to our review and analysis of such messages and to receive return communications, if any, from us electronically. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

PROHIBITED COMMUNICATIONS

Zinc Health may, but is not obligated to, monitor or review (i) any areas on the Site where users transmit or post communications or communicate solely with each other, and/or (ii) the content of any such communications. Zinc Health, however, has no liability related to the content of any such communications, whether or not arising under the laws of copyright, libel, privacy, obscenity or otherwise. The posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic or other material that would violate any law is strictly prohibited.

DISCLAIMER OF WARRANTY

Although Zinc Health reserves the right to correct any errors, omissions, or inaccuracies, we do not represent that the Service will operate without interruption or error, nor do we provide any assurances of the availability or usability of the Service.

ZINC HEALTH AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE INFORMATION, CONTENT, SERVICES, FUNCTIONALITY, AND ANY OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ALL SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, MERCHANDISE, MATERIALS, FUNCTIONALITY AND OTHER RESOURCES ARE MADE AVAILABLE "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZINC HEALTH OR ITS SUPPLIERS OR VENDORS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, "ZINC HEALTH PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OPERATION OR PERFORMANCE OF THE SERVICE, WITH THE DELAY OR INABILITY TO USE THE SERVICE, ANY DEFECTS IN THE SERVICE, OR WITH THE PROVISION OF, OR FAILURE TO MAKE AVAILABLE, ANY INFORMATION, SERVICES, PRODUCTS, MATERIALS, OR OTHER RESOURCES AVAILABLE ON OR ACCESSIBLE THROUGH THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Zinc Health shall not be liable in any way to you or anyone else who may use the information or content or to whom the information or content may be furnished, for any delays, inaccuracies, unavailability, errors, or omissions therefrom or in the transmission or delivery of all or any part thereof or for any damage arising therefrom or occasioned thereby.

THE OPERATION OF THE SERVICE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND ZINC HEALTH'S CONTROL. THE OPERATION OF THE SERVICE, WHETHER BY ZINC HEALTH, ITS SUPPLIERS OR ITS VENDORS, MAY NOT BE SECURE. SECURITY AND PRIVACY RISKS CANNOT BE ELIMINATED. PASSWORD PROTECTION AND ANY OTHER SECURITY MEASURES MAY NOT PREVENT UNAUTHORIZED ACCESS TO MATERIALS YOU MAY USE OR ALLOW OTHER PERSONS TO USE IN CONNECTION WITH THE SERVICE, INCLUDING MATERIALS POSTED OR SUBMITTED TO THE SERVICE.

You acknowledge and agree that the limitations set forth above are fundamental elements of this Agreement and the Service would not be provided to you absent such limitations.

INDEMNIFICATION

You hereby agree to indemnify, defend and hold the Zinc Health Parties harmless from any liability, loss, claim, and expense (including reasonable attorneys’ fees) related to or arising out of your use of the content on the Service, or any Materials that you submit, post, or transmit through the Service, your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

THIRD PARTY RESOURCES

The Service may contain links to, or otherwise make available, third-party sites, services, products, information, content, materials, functionality, and/or other resources ("Third Party Resources"). These links and access are provided for your convenience and reference only. We do not control such Third Party Resources and, therefore, we are not responsible for such Third Party Resources, or any content posted on or made available by such Third Party Resources. Be aware that Zinc Health does not control, makes no guarantees about, and disclaims any express or implied representations or warranties about such Third Party Resources, including without limitation the security of any materials, or the accuracy, relevance, timeliness, completeness, or appropriateness for a particular purpose of the information or the resources contained on or made available by such Third Party Resources or any other Internet sites. We reserve the right to terminate such links or such access at any time. The fact that we offer such links or access should not be construed in any way as an endorsement, authorization, or sponsorship of such Third Party Resources, or any content made available thereby. Because some Third Party Resources employ automated search results or otherwise link you to Third Party Resources containing information that may be deemed inappropriate or offensive, we cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in or made available by Third Party Resources, and you hereby irrevocably waive any claim against us with respect to such Third Party Resources. Your use of any Third Party Resources is subject to the Third Party’s terms, conditions, and policies applicable to such products, services, or materials (such as Terms of Service or Privacy Policies of the providers of such products, services or materials). Zinc Health is not responsible for the privacy and security of any information you share with that Third Party. When you elect to receive these services from a Third Party, you agree to hold Zinc Health harmless for any unauthorized use or disclosure of your personal information.

CONFIDENTIALITY

You acknowledge that the information located on the Zinc Health Site are proprietary and confidential information of Zinc Health and You hereby agree not to share such information with third parties except as authorized by Your Company’s agreement with Zinc Health. This information is Confidential Information and is subject to any confidentiality terms and any other relevant contractual obligations related to confidential and proprietary information contained in any and all agreements between you, Your Company, and Zinc Health and its subsidiaries and affiliates. Zinc Health may disclose user Information (a) to comply with applicable rules, orders, subpoenas or other legal process, or in order to give information to any government agency or official requesting such information.

GOVERNING LAW AND JURISDICTION

This Agreement, your use of the Information and Services, all transactions through this Site and the Service, and all related matters, regardless of your location, are governed solely by, and construed solely in accordance with, the laws of the State of New York, excluding any rules of private international law or the conflict of laws which would lead to the application of any other laws.

NO WAIVER OF RIGHTS

Zinc Health’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

TERMINATION

This Agreement is effective until terminated by either party. If you no longer agree to be bound by this Agreement, you must cease your use of the Service. Your use of the Service is at your sole risk. If you are dissatisfied with the Service, its content, or any of the terms, conditions, and policies of this Agreement, your sole and exclusive legal remedy is to discontinue using the Service.

If you breach any provision of this Agreement, then you may no longer use the Service.

Zinc Health may at any time and for any reason, with or without cause, and in their sole discretion, immediately: (i) suspend or terminate (in whole or in part) your authorization to use the Service and any membership and account you may have; (ii) suspend or terminate and permanently delete and destroy any user ID, password, URL, IP address or domain name; (iii) restrict access to the Materials posted or submitted to the Service and to any account you may have; and (iv) prohibit you from any future use of the Service; all without any prior notice or liability to you or any other person.

If this Agreement is terminated for any reason, then: (a) this Agreement will continue to apply and be binding upon you in respect of your prior use of the Service (and any unauthorized further use of the Service); (b) any rights or licenses granted to us under this Agreement will survive such termination.

Effective Date: April 1, 2020

This Privacy Policy describes how Zinc Health Service, LLC ("Zinc Health" "we" or "us") may collect information about you through your interactions with us on our Bid Center Portal (the "Service"). By using the Service described in the Terms of Use, you agree to the terms of this Privacy Policy.

We may change this Privacy Policy. The "Effective Date" legend at the top of this page indicates when this Privacy Policy was last revised. Any changes will become effective when we post the revised Privacy Policy on the Service. Your use of the Service following these changes means that you accept the revised Privacy Policy.

Please read this Privacy Policy carefully. By using or accessing the Service, you acknowledge that you have read, understood, and agree to be bound to this Privacy Policy. If you do not agree, please do not access or use these Service.

Who May Use the Service

Our Service is not intended for children under the age of 18, and therefore, we do not knowingly collect personal information online from any person we know to be under the age of 18 and instruct users under 18 not to send us any information to or through the online Service.

The online Service are designed for users from, and are controlled and operated by us from, the United States. By using the Service, you consent to the transfer of your information to the United States or storage of your information in the United States, which may have different data protection rules than those of your country.

The Personal Information We Collect

We want you to understand how personal information you provide to us is collected and used. Personal information is any information that we can use to identify, locate, or contact you. We may collect and store your personal information when you provide it to us or to our service providers.

Some examples of personal information we collect and when we collect it include:

• Registration: We collect your personal information when you register for the Service.
• Contact Information: We collect personal information from users of the Service.

If you choose not to provide your personal information to us, we will not be able to provide you with the Service.

Use and Disclosure of Personal Information

We may disclose personal information to our service providers, who provide Service such as website hosting, data analysis, payment processing, order fulfilment, information technology and related infrastructure provision, customer service, email delivery, auditing, and other Service.

If we are requested by law enforcement officials or judicial authorities to provide personal information, we may do so. In matters involving claims of personal or public safety or in litigation where the information is pertinent (including to allow us to pursue available remedies or limit the damages that we may sustain), we may use or disclose personal information, including without court process. We may also use or disclose personal information to enforce our terms and conditions, to protect our operations or those of any of our affiliates, or to protect our rights, privacy, safety or property and/or that of our affiliates, you, or others.

We may use and disclose personal information to investigate security breaches or otherwise cooperate with authorities pursuant to a legal matter.

We may use and disclose information that does not personally identify you (including the information described under "Cookies and Other Technologies," below) for any purpose, except to the extent limited by applicable law. If we are required to treat such information as personal information under applicable law, then we may use it for all the purposes for which we use and disclose personal information.

We may combine information that does not personally identify you with personal information. If we do, we will treat the combined information as personal information as long as it is combined.

In the event that Zinc Health or some or all of our business, assets or stock are sold or transferred (including in connection with any bankruptcy or similar proceedings) or used as security, or to the extent we engage in business negotiations with third parties, personal information may be transferred to or shared with third parties as part of any such transaction or negotiation.

Security

We seek to use reasonable physical, technical, and administrative safeguards to protect personal information within our organization. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure (for example, if you feel that the security of your account with us has been compromised), please immediately contact us in accordance with the "Contact Information" section below.

You are responsible for maintaining the confidentiality of Bid Center Portal access information and password and for restricting access to your device, and you agree to accept responsibility for all activities that occur under your password.

Cookies and Other Technologies

Like many other websites and online Service, we collect information about Service traffic and usage patterns through the use of cookies, Web server logs, and other, similar technologies. We use this information for various purposes, such as to ensure that the Service functions properly, to facilitate navigation, to personalize your experience, to understand use of the Service, to diagnose problems, and to otherwise administer the Service.

Cookies are small computer files we transfer to your computer's hard drive. These small text files help us personalize content on our pages and provide programs like e-coupons. Your browser software can be set to reject or accept cookies. Instructions for resetting the browser are available in the Help section of most browsers.

Our use of cookies also allows us to collect and retain certain information about a website user, such as the type of Web browser used by our customer. Reviewing our Web server logs and our customers' use of our site helps us to, among other purposes, statistically monitor how many people are using our site and for what purpose.

Your IP address is a number that is automatically assigned to the computer that you are using by your Internet Service Provider. An IP address may be identified and logged automatically in our server log files whenever a user accesses the Service, along with the time of the visit and the page(s) that were visited. Collecting IP addresses is standard practice and is done automatically by many websites, applications and other Service. We use IP addresses for purposes such as calculating usage levels of the Service, helping diagnose server problems, and administering the Service.

We may use Adobe Flash Local Stored Objects ("LSOs") and other technologies to, among other things, collect and store information about your use of the Service. If you do not want Flash LSOs stored on your computer, you can adjust the settings of your Flash player to block Flash LSO storage using the tools contained in the Website Storage Settings Panel. You can also control Flash LSOs by going to the Global Storage Settings Panel and following the instructions (which may include instructions that explain, for example, how to delete existing Flash LSOs (referred to "information" on the Macromedia site), how to prevent Flash LSOs from being placed on your computer without your being asked, and (for Flash Player 8 and later) how to block Flash LSOs that are not being delivered by the operator of the page you are on at the time). Please note that setting the Flash Player to restrict or limit acceptance of Flash LSOs may reduce or impede the functionality of some Flash applications.

Tracking/Third-Party Advertisers

We may use analytics providers that use cookies, pixel tags and other, similar technologies to collect information about your use of the Service and your use of other websites or online Service.

Your Choices and Access

You can request the removal or modification of the personal information you have provided to us by sending an email to the appropriate area under "Contact Us." For your protection, we may only implement requests with respect to the personal information associated with the particular email address that you use to send us your request, and we may need to verify your identity and obtain information on the context in which you provided your personal information before implementing your request. We will try to accommodate your request as soon as reasonably practicable.

Please note that we may need to retain certain information for recordkeeping purposes. There may also be residual information that will remain within our databases and other records, which will not be removed.

Your California Privacy Rights

If you are our customer and a California resident, you may request that we provide you with certain information about the entities with which we have shared personal information for direct marketing purposes during the preceding calendar year. To do so, please write to us at privacy.officer@cvshealth.com.

Your Responsibility

By establishing a Bid Center Portal account, you agree that it is your responsibility to:

• Authorize, monitor, and control access to and use of your account, User ID and password.
• Promptly inform us of any need to deactivate a password or an account.

Contact Information

If you have any questions or concerns about this statement, or about the way your information is collected and used, please contact us at privacy.officer@cvshealth.com.

If you have any questions about the content of this Privacy Policy, please contact the CVS Health Corporation Privacy Office at the following address:

CVS Health Corporation
1 CVS Drive
Woonsocket, R.I. 02895
privacy.officer@cvshealth.com