We may terminate your McKesson Medical-Surgical customer account or suspend your access to all or part of ORBITS, without notice, if you violate these Terms of Use or if you engage in any conduct that we, in our sole discretion, believe is in violation of any applicable law or regulation or is otherwise harmful to the interests of McKesson Medical-Surgical, any other McKesson Medical-Surgical customer or any third party. If your account is terminated, we may, but are not required to, remove some or all of your content from our servers.

Rebate Information and Net Pricing

Some ORBITS customers may be participants in McKesson Medical-Surgical’s various customer rewards programs or may receive discounts or rebates from McKesson Medical-Surgical. Such participation or receipt of discounts or rebates may result in the display of prices in ORBITS and Item Catalog areas that are not the final price of the product.

Discounts or rebates are not guaranteed and are a function of purchasing patterns and compliance with the guidelines of the applicable McKesson Medical-Surgical program or written agreement and, as such, actual discounts or rebates may vary from time to time and are subject to change.

Each ORBITS customer is hereby advised that he/she/it is obligated to properly disclose and appropriately reflect all discounts, including rebates, in claims and costs submitted to federal and state government health care programs (including Medicare and Medicaid), and to provide any invoices and other discount documentation to government authorities on request, in accordance with all applicable laws and regulations, including 42 USC 1320a-7b(b) and the discount safe harbor.

ORBITS Handheld Devices

You may be provided with one or more portable bar code scanners for use with ORBITS. If you purchase approved models from McKesson Medical-Surgical or other suppliers it will be supported. If you wish to use other manufacturer bar code scanner models not supported by McKesson Medical-Surgical, you will need to make a formal request to us. McKesson Medical-Surgical reserves the right to accept or decline integrating other non-supported McKesson Medical-Surgical approved scanners with the ORBITS system. Should we agree to support your requested bar code scanner device, you will agree to pay time and materials at our approved rates. You are responsible for protecting and maintaining all scanners for proper use while the scanners are in your facility. Scanners include security access to protect patient health information, and any attempt by you to alter security access methods will result in the termination of ORBITS use. McKesson Medical-Surgical will not be responsible, nor held liable for any security breaches caused by your or your facilities’ actions.

Intellectual Property

All materials relating to ORBITS, including text, graphics, icons, images, content and software, are the property of McKesson Medical-Surgical or its content suppliers and are protected by United States, foreign and international copyright laws. The compilation of all content for ORBITS is the exclusive property of McKesson Medical-Surgical. You may not reproduce, modify, distribute or republish materials contained on ORBITS without the prior written permission of McKesson Medical-Surgical. You may not “scrape” the site in an effort to copy single or multiple text and images to transmit those materials for your own use. You may not alter or remove any trademark, copyright or other notice from copies of content.

McKesson Medical-Surgical and all other McKesson Corporation logos and trade names are trademarks or registered trademarks of McKesson Corporation. All trademarks used on or in connection with ORBITS, and all goodwill in and to such names and marks, are the property of their respective owners.

Confidentiality

You agree: (i) to hold all non-public information including without limitation product, pricing and customer data disclosed by McKesson Medical-Surgical through ORBITS ("Confidential Information"), in strict confidence; (ii) not to disclose such Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for your internal business purposes. You may disclose the Confidential Information to your responsible employees with a bona fide need to know, but only to the extent necessary to carry out your internal business purposes. You agree to instruct all such employees not to disclose such Confidential Information to third parties, including consultants, without the prior written permission of McKesson Medical-Surgical. Confidential Information will not include information that: (a) is now, or hereafter becomes, through no act or failure to act by you, generally known or available to the public; (b) was acquired by you before receiving such information from McKesson Medical-Surgical and without restriction as to use or disclosure; (c) is hereafter rightfully furnished to you by a third party without restriction as to use or disclosure; or (d) is disclosed with the prior written consent of McKesson Medical-Surgical. You recognize and agree that nothing contained in these Terms of Use will be construed as granting any rights to you, by license or otherwise, to any Confidential Information except as specified in these Terms of Use. You acknowledge that all Confidential Information is owned solely by McKesson Medical-Surgical (or its licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, you agree that McKesson Medical-Surgical will have the right to obtain an immediate injunction enjoining any breach of these Terms of Use, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach. The obligations of non disclosure, non-use and confidentiality described in these Terms of Use will remain in effect for three (3) years from the date of the last disclosure of Confidential Information, at which time such will terminate.

Business Associate Agreement In connection with the performance of McKesson Medical-Surgical’s services hereunder, McKesson Medical-Surgical may have access to patient level information, including individually identifiable health information. Accordingly, you agree to enter into a Business Associate Agreement with McKesson Medical-Surgical, and such Business Associate Agreement shall exclusively govern the terms and conditions relating to individually identifiable health information. You may obtain a copy of the Business Associate Agreement from the ORBITS home page: https://orbits.mckesson.com/legal.

Limitation of Liability

By using ORBITS, you expressly agree that such use is at your sole risk. MCKESSON MEDICAL-SURGICAL PROVIDES ORBITS ON AN "AS IS" BASIS AND WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INTEROPERABILITY, COMPATIBILITY AND QUIET ENJOYMENT. McKesson Medical-Surgical endeavors to provide service of the highest quality, but we cannot guarantee that your use of ORBITS will be uninterrupted or error-free. We are not responsible for claims brought by third parties arising from your use of ORBITS.

McKesson Medical-Surgical is a distributor and not a publisher of content (including information, data and other material) supplied by third parties. Neither McKesson Medical-Surgical nor any of its affiliates, officers, directors, employees or agents or any third party content providers, merchants, sponsors, or licensors guarantees the truth, accuracy, completeness or usefulness of any content or Data on ORBITS nor its compliance with law, including but not limited to identification codes, prices, product characteristics and product availability, nor the merchantability or fitness for any particular purpose of such information. It is your responsibility to evaluate the information, opinion, advice or other content available through ORBITS and to closely examine the product packaging and the labeling prior to use. McKesson Medical-Surgical will not be responsible for nor be in default due to acts or causes beyond its control including but not limited to Acts of God, strikes, lockouts, communications line or equipment failures, power failures, failure of the Internet, earthquakes or other disasters.

IN NO EVENT WILL MCKESSON MEDICAL-SURGICAL NOR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF ORBITS, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, ORBITS, EVEN IF MCKESSON MEDICAL-SURGICAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING ORBITS, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ALL SERVICES, CONTENT AND DATA AVAILABLE THROUGH ORBITS. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL MCKESSON MEDICAL-SURGICAL (OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH ORBITS, INCLUDING WHETHER OR NOT SUCH INFORMATION IS INACCURATE AND WHETHER OR NOT THE INACCURACY IS DUE TO FAULT OR ERROR BY MCKESSON MEDICAL-SURGICAL. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT WILL MCKESSON MEDICAL-SURGICAL'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED TEN THOUSAND DOLLARS.

Any current or future links to other sites are provided as a convenience only, and we assume no responsibility or liability for the contents of those other sites or any products or services advertised or sold on those sites.

Miscellaneous

McKesson Medical-Surgical reserves the right to change the terms of the Terms of Use, disclaimers and policies at any time and without notice. The formation, construction and interpretation of these Terms of Use will be controlled by the laws of the State of Delaware. The most current version of these Terms of Use can be reviewed by visiting the ORBITS website and clicking on "Terms of Use" located. The most current version of the Terms of Use will supersede all previous versions.

If any provision of these Terms of Use is held to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of the remaining provisions.