Terms and Conditions

Last Modified: May 18, 2026

These Supplier Portal Terms and Conditions (this "Portal Terms") form a binding agreement between the Supplier identified in the Supplier Portal Agreement and AllyGPO, LLC. These Portal Terms, along with the Supplier Portal Agreement, exclusively govern Supplier’s access to and use of the Supplier Portal, Data and Documentation as defined below.

BY CLICKING ON THE "ACCEPT and AGREE" BUTTON OR BY ACCESSING OR USING THE SUPPLIER PORTAL YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE PORTAL TERMS ON BEHALF OF SUPPLIER, AND THAT YOU ACCEPT THESE PORTAL TERMS AND AGREE THAT SUPPLIER IS LEGALLY BOUND BY ITS TERMS.

DEFINITIONS.
1. "Authorized User" means Supplier and Supplier's employees, consultants, contractors, and agents (i) who request access and use the Supplier Portal under the rights granted to Supplier pursuant to these Portal Terms and (ii) for whom access to the Supplier Portal has been agreed by AllyGPO.
2. "Supplier Portal" means the functionality, content, data, reports, and/or tools as made accessible by AllyGPO, in AllyGPO’s sole discretion, to Authorized Users on AllyGPO's website at pharmaiq.allygpo.com, including any extensions or variations thereof.
3. “Data” means all information, data, and other content, in any form or medium, that is transmitted or downloaded, or otherwise accessed or received by Authorized Users through the Supplier Portal.
4. "Documentation" means AllyGPO's user manuals, handbooks, and guides relating to the Supplier Portal provided by AllyGPO, if any, either electronically or in hard copy relating to the Supplier Portal.
AllyIQ SERVICES
1. Provision of Access. Subject to and conditioned on Supplier’s and its Authorized Users’ compliance with all terms and conditions of these Portal Terms, AllyGPO hereby grants Supplier a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Supplier Portal, Data, and Documentation during the Term solely for use by Authorized Users for Supplier’s internal business purposes in accordance with the terms and conditions herein. AllyGPO shall provide Supplier the necessary passwords and access credentials to allow the Authorized Users to access the Supplier Portal.
2. Downloads and Exports. To the extent the Supplier Portal includes the ability to download software or Data, AllyGPO grants Supplier a non-transferable, non-exclusive, non-assignable, limited right for Authorized Users to use such downloadable software or Data as part of the Supplier Portal solely for Supplier’s internal business purposes and otherwise in accordance with all the terms and conditions herein. Supplier may download or export Data only through functionality made available by AllyGPO and solely for the permitted uses set forth in these Portal Terms. Supplier shall protect all exported Data using administrative, technical, and physical safeguards no less protective than those Supplier uses for its own confidential and competitively sensitive information, and in no event less than reasonable safeguards. Supplier shall not upload exported Data to any external platform, third-party artificial intelligence tool, data room, shared drive, CRM, data warehouse, or analytics system except where access is restricted to Authorized Users and the use remains compliant with these Portal Terms.
3. Use Restrictions. Supplier shall not, and shall not permit any Authorized Users to, use the Supplier Portal, any software component of the Supplier Portal, Data or Documentation for any purposes beyond the scope of the access granted in these Portal Terms. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to in writing by AllyGPO. Supplier shall not at any time, directly or indirectly, and shall not permit any Authorized Users to do any of the following with respect to the Supplier Portal, or any software component of the Supplier Portal, Data, or Documentation,: (i) copy, modify, or create derivative works, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available except as expressly permitted under these Portal Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component, source data, or other methods, in whole or in part; (iv) remove any proprietary notices; (v) publish, enhance, or display any compilation or directory based upon information derived therefrom, or (vi) use in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
4. Aggregated Statistics. AllyGPO may monitor Supplier's use of the Supplier Portal and collect and compile data and information related to Supplier's use of the Supplier Portal to be used by AllyGPO in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Supplier Portal ("Aggregated Statistics"). As between AllyGPO and Supplier, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by AllyGPO. Supplier agrees that AllyGPO may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
5. Reservation of Rights. AllyGPO reserves all rights not expressly granted to Supplier in these Portal Terms. Except for the limited rights and licenses expressly granted under these Portal Terms, nothing in these Portal Terms grants, by implication, waiver, estoppel, or otherwise, to Supplier or any third party, any intellectual property rights or other right, title, or interest in or to the Supplier Portal, Data, and Documentation.
6. Suspension/Termination/Modification/Support. AllyGPO has and will retain sole control over the operation, provision, maintenance, and management of Supplier Portal, Data and/or Documentation. Notwithstanding anything to the contrary in these Portal Terms, AllyGPO, in its sole discretion without notice and without liability, may (i) withdraw, modify, or amend the Supplier Portal, and any tools, functionality, data, or analyses accessible through the Supplier Portal, and/or (ii) terminate or suspend Supplier's and/or any Authorized User's access to any portion or all of the Supplier Portal, Data, and/or Documentation at any time for any reason (or no reason). AllyGPO will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Supplier or any other Authorized User may incur as a result of any such withdrawal, modification, amendment, suspension or termination. These Portal Terms do not entitle Supplier to any support for the Supplier Portal, Data, or Documentation.
SUPPLIER RESPONSIBILITIES.
1. Terms of Use. The Supplier Portal may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in AllyGPO's Terms of Use located at https://pharma.allygpo.com/terms-of-use, as may be amended from time to time, which is incorporated herein by reference. Supplier will comply with all terms and conditions of these Portal Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted within the Supplier Portal from time to time, including the Terms of Use.
2. Authorized Users/User Administrator. Supplier shall maintain within its organization a primary administrative contact to serve as Supplier's primary point of contact for consultation, and decision-making regarding Supplier’s access to and use of the Supplier Portal and these Portal Terms (“User Administrator”). The User Administrator shall have the requisite organizational authority, skill, experience, and other qualifications to provide all day-to-day consents and approvals on behalf of Supplier under these Portal Terms. It is Supplier’s responsibility to ensure that it updates AllyGPO with the current User Administrator in writing, as necessary, and, if/as required by Supplier, to ensure that its employees, consultants, contractors, and agents have approval from the User Administrator and/or Supplier prior to requesting access to the Supplier Portal. Supplier may request access for affiliate personnel, but Supplier remains fully responsible for all acts and omissions of such affiliate personnel. AllyGPO may permit or deny any request from Supplier's employees, consultants, contractors, and agents for access to the Supplier Portal; and if any request is permitted by AllyGPO, such requester shall become an Authorized User hereunder. The User Administrator is an Authorized User.
3. Account Use. Supplier is responsible and liable for all uses of the Supplier Portal, Data, and Documentation resulting from access requested by Supplier or any employee, consultant, contractor, or agent of Supplier, directly or indirectly, whether such access or use is permitted by or in violation of these Portal Terms. Without limiting the generality of the foregoing, Supplier is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Portal Terms if taken by Supplier would be deemed a breach of these Portal Terms by Supplier. Supplier shall use reasonable efforts to make all Authorized Users aware of these Portal Terms's provisions as applicable to such Authorized User's use of the Supplier Portal and shall cause Authorized Users to comply with such provisions.
4. Passwords, Access Credentials, Security. Supplier is responsible for keeping Supplier’s passwords and access credentials associated with the Supplier Portal confidential. Supplier will not sell or transfer them to any other person or entity. Supplier will promptly notify AllyGPO about any unauthorized access to Supplier’s passwords or access credentials. Supplier shall use all reasonable legal, organizational, physical, administrative, and technical measures and security procedures to safeguard and ensure the security, and to protect, the Supplier Portal, Data, and Documentation from unauthorized access, disclosure, duplication, use, modification, or loss.
5. Breach. Supplier shall promptly, and in any event within 48 hours, notify AllyGPO of any actual or suspected unauthorized access to or disclosure, loss, misuse, or compromise of the Supplier Portal, Data, credentials, or exported reports. Supplier shall cooperate with AllyGPO in investigating, mitigating, remediating, and providing any notices relating to such incident.
DATA.
1. Portal Data. Depending on Supplier’s contract status and AllyGPO’s applicable reporting configuration, the Supplier Portal may make available one or more of the following categories of Data:
  1. contract performance reporting for Supplier’s contracted products, including performance to applicable contract tiers at the AllyGPO, parent, grandparent, site, or other applicable contract-measurement level;
  2. purchase reporting for Supplier’s contracted products, which may include member hierarchy, site, invoice number, invoice date, product, NDC, quantity, and extended WAC; and
  3. market-basket analytics for AllyGPO-defined product categories in which Supplier has a contracted product, subject to the aggregation, suppression, and confidentiality restrictions set forth in these Portal Terms.
2. Permitted Use/Prohibited Use. Supplier may use Data solely for Supplier’s internal contract administration, rebate reconciliation, GPO contract performance review, forecasting, compliance, and analytics relating to Supplier’s contracted products under its arrangements with AllyGPO. Supplier shall not use Data, directly or indirectly, to:
  1. determine, coordinate, benchmark, or align prices, rebates, discounts, bids, contracting strategy, supply levels, or other competitive terms with any competitor;
  2. reverse engineer, derive, or attempt to identify another manufacturer’s non-public prices, rebates, discounts, contract terms, product volumes, or customer-specific purchasing;
  3. use market-basket data to direct adverse, coercive, discriminatory, punitive, or retaliatory commercial action against any member, site, GPO, distributor, wholesaler, or manufacturer;
  4. disclose Data to any competitor or use Data to facilitate any agreement or understanding among competitors;
  5. use Data for any purpose prohibited by antitrust, healthcare fraud and abuse, privacy, confidentiality, or other applicable laws; or
  6. combine Data with other data sets for the purpose of re-identifying suppressed, aggregated, anonymized, or third-party data.
3. Sensitive Data. Data will not include Protected Health Information, patient-identifiable information, or member individual contact information such as names, emails, or phone numbers. If Supplier believes that any Data made available through the Supplier Portal includes PHI, personal information, or another manufacturer’s non-public price, rebate, discount, or contract information, Supplier shall immediately stop using such Data, restrict further access, and notify AllyGPO.
4. Equivalent Units. AllyGPO may normalize product quantities into “Equivalent Units” for reporting and analytics purposes. Equivalent Units are an administrative reporting convention only and do not constitute, imply, or evidence clinical equivalence, therapeutic equivalence, biosimilarity, interchangeability, substitutability, comparable pricing, comparable dosing, or any regulatory determination regarding any product.
5. Analytics. AllyGPO may provide market-basket analytics only for product categories that AllyGPO determines, in its discretion, contain a sufficient number of products and manufacturers to reduce the risk that Supplier could reasonably identify, calculate, or infer another manufacturer’s non-public product-specific or manufacturer-specific data.
6. Data Use and Competitive Safeguards. Supplier acknowledges that Data may include confidential, commercially sensitive, or competitively sensitive information relating to AllyGPO, GPOs, members, sites, products, purchasing activity, and market-basket analytics. Supplier shall use Data solely for the permitted purposes set forth in these Portal Terms and shall not use Data to reverse engineer, derive, identify, estimate, validate, or infer another manufacturer’s non-public prices, rebates, discounts, contract terms, customer-specific purchasing, product volumes, market share, or other competitively sensitive information. Supplier shall not use Data to coordinate or facilitate coordination with any competitor or to make pricing, rebate, discounting, contracting, supply, allocation, or market-participation decisions in violation of applicable law.
FEES AND PAYMENT.
If agreed by both parties in a mutually executed document, Supplier shall pay AllyGPO fees for use of the Supplier Portal ("Fees"). No fees are due unless expressly set forth in a mutually executed order form or amendment. Any such Fees shall be due within thirty (30) days from the invoice date without offset or deduction. Supplier shall make all payments hereunder in US dollars on or before the due date. If Supplier fails to make any payment when due, without limiting AllyGPO's other rights and remedies, Supplier shall reimburse AllyGPO for all reasonable costs incurred by AllyGPO in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. All Fees and other amounts payable by Supplier under these Portal Terms are exclusive of taxes and similar assessments. Supplier is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Supplier hereunder, other than any taxes imposed on AllyGPO's income.
FEEDBACK.
If Supplier or any of Supplier’s employees, contractors, or agents sends or transmits any communications or materials to AllyGPO by mail, email, telephone, or otherwise, suggesting or recommending changes to the Supplier Portal, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), AllyGPO is free to use such Feedback irrespective of any other obligation or limitation between Supplier and AllyGPO governing such Feedback. All Feedback is and will be treated as non-confidential. Supplier hereby assigns to AllyGPO on Supplier’s behalf, and shall cause Supplier’s employees, contractors, and agents to assign, all right, title, and interest in, and AllyGPO is free to use, without any attribution or compensation to Supplier or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although AllyGPO is not required to use any Feedback.
INTELLECTUAL PROPERTY OWNERSHIP, CONFIDENTIALITY.
Supplier acknowledges that, as between Supplier and AllyGPO, AllyGPO owns the Supplier Portal, Documentation, reports, analytics, compilations, calculations, dashboards, and presentation of Data made available through the Supplier Portal. Nothing in these Portal Terms transfers ownership of any underlying data owned by Supplier, members, GPOs, distributors, wholesalers, service providers, or other third parties. Supplier receives only the limited use rights expressly granted in these Portal Terms. Supplier further acknowledges that AllyGPO has dedicated substantial resources with regard to the Supplier Portal, Data, and Documentation, which are original compilations protected by United States copyright laws, and constitute trade secrets of AllyGPO. Supplier acknowledges and agrees that it will be considered a material breach by Supplier under these Portal Terms if Supplier contests any of AllyGPO's right, title, or interest in or to the Supplier Portal, Data or Documentation, including without limitation, in a judicial proceeding anywhere throughout the world. For purposes of these Portal Terms, the functionality of the Supplier Portal and the contents of the Data and the Documentation will be deemed confidential information of AllyGPO, and Supplier shall safeguard such confidential information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care. Breach of this Section may cause substantial harm for which monetary damages are an insufficient remedy, and in the event of a breach, AllyGPO is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.
LIMITED WARRANTY AND WARRANTY DISCLAIMER.
1. Data Warranty Disclaimer. Supplier acknowledges and understands that the Supplier Portal receives and transmits data, information and analytics with and from a variety of sources and systems that include third parties and third-party systems. The Supplier Portal may also contain analyses of data including estimates, projections, and hypothetical scenarios. Accordingly, AllyGPO cannot and does not make any representations, warranties, or guarantees as to the accuracy, reliability, or completeness of any data or information received, transmitted or processed through the Supplier Portal. AllyGPO expressly disclaims any and all liability for any errors, inaccuracies, or incompleteness in any such data or information, and AllyGPO will not be liable for any decisions made or actions taken in reliance upon such data or information.
2. THE SUPPLIER PORTAL, DATA, AND DOCUMENTATION ARE PROVIDED "AS IS" AND ALLYGPO SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ALLYGPO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALLYGPO MAKES NO WARRANTY OF ANY KIND THAT THE SUPPLIER PORTAL, OR ANY DATA OR RESULTS OF THE USE THEREOF, WILL MEET SUPPLIER’S OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
INDEMNIFICATION.
1. AllyGPO Indemnification. AllyGPO shall indemnify, defend, and hold Supplier harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Supplier resulting from any third-party claim, suit, action, or proceeding that the Supplier Portal, or any use of the Supplier Portal in accordance with these Portal Terms, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Supplier promptly notifies AllyGPO in writing of the Third-Party Claim, cooperates with AllyGPO, and allows AllyGPO sole authority to control the defense and settlement of such Third-Party Claim. This indemnity will not apply to the extent that any such Third-Party Claim arises from Third-Party Products. AllyGPO will have no indemnification obligation to the extent a claim arises from (i) Supplier’s unauthorized use of the Supplier Portal or Data; (ii) Supplier’s combination of the Supplier Portal or Data with materials, systems, data, or processes not provided by AllyGPO; (iii) Third-Party Products; (iv) modifications not made by AllyGPO; or (v) use after AllyGPO provides a non-infringing alternative or terminates access.
2. Supplier Indemnification. Supplier shall indemnify, hold harmless, and, at AllyGPO's option, defend AllyGPO and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses based on Supplier's or any Authorized User's (i) negligence or willful misconduct or use of the Supplier Portal in a manner not authorized by these Portal Terms and (ii) breach of these Portal Terms; provided that Supplier may not settle any Third-Party Claim against AllyGPO unless AllyGPO consents to such settlement, and further provided that AllyGPO will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
LIMITATIONS OF LIABILITY.
1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ALLYGPO OR ANY OF ITS AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, LICENSORS, OR SERVICE PROVIDERS, BE LIABLE UNDER OR IN CONNECTION WITH THE SUPPLIER PORTAL, DATA AND/OR DOCUMENTATION OR ANY SUBJECT MATTER OF THESE PORTAL TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SUPPLIER PORTAL; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (D) COST OF REPLACEMENT GOODS OR SUPPLIER PORTAL; (E) LOSS OF GOODWILL OR REPUTATION; OR (F) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF ALLYGPO OR ANY OF ITS AFFILIATES, MEMBERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, LICENSORS, OR SERVICE PROVIDERS ARISING OUT OF OR RELATED TO SUPPLIER PORTAL, DATA AND/OR DOCUMENTATION OR ANY SUBJECT MATTER OF THESE TERMS, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THREE TIMES THE TOTAL AMOUNTS PAID TO ALLYGPO UNDER THESE TERMS IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $500.00 USD, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO SUPPLIER.
TERM AND TERMINATION.
1. Term. These Portal Terms become effective on the Effective Date set forth in the Supplier Portal Agreement, and continue until terminated (“Term”).
2. Termination. In addition to any other express termination right set forth in these Portal Terms, either party may terminate these Portal Terms effective upon three (3) days written notice, or effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
3. Effect of Termination. Upon termination, Supplier shall cease accessing the Supplier Portal and shall delete or destroy exported Data, except that Supplier may retain copies to the extent required by law, regulation, bona fide legal hold, or Supplier’s ordinary-course archival backup procedures, provided such retained Data remains subject to these Portal Terms and is not used for any other purpose. No expiration or termination of these Portal Terms will affect Supplier's obligation to pay all Fees that may have become due before such expiration or termination, or entitle Supplier to any refund.
MODIFICATIONS.
Supplier acknowledges and agrees that AllyGPO has the right, in its sole discretion, to modify these Portal Terms and the Terms of Use from time to time, and that modified terms become effective on posting. Supplier will be notified of modifications through notifications or posts on the Supplier Portal, Terms of Use link, or direct email communication from AllyGPO. Supplier is responsible for reviewing and becoming familiar with any such modifications. Supplier’s continued use of the Supplier Portal after the effective date of the modifications will be deemed acceptance of the modified terms.
EXPORT REGULATION.
The Supplier Portal utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Supplier shall not, directly or indirectly, export, re-export, or release the Supplier Portal or the software or technology included in the Supplier Portal to, or make the Supplier Portal or the software or technology included in the Supplier Portal accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. Supplier shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Supplier Portal or the software or technology included in the Supplier Portal available outside the US.
MISCELLANEOUS.
1. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in these Portal Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
2. Interpretation. For purposes of these Portal Terms: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to these Portal Terms as a whole; and (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa. The parties intend these Portal Terms to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
3. Headings. The headings in these Portal Terms are for reference only and do not affect the interpretation of these Portal Terms.
4. Incorporation. These Portal Terms and any mutually executed Supplier Portal Agreement, as amended or restated, constitute the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Portal Terms. A document mutually executed by Supplier and AllyGPO, including the Supplier Portal Agreement, may not modify any part of these Portal Terms unless such mutually executed document specifically identifies the provision(s) that it supersedes by section number.
5. Assignment. Supplier shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance under these Portal Terms, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without AllyGPO’s prior written consent. Any purported assignment, delegation, or transfer in violation of this provision is void. These Portal Terms are binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
6. Third-Party Beneficiaries. These Portal Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Portal Terms; provided, that, each Section of these Portal Terms limiting liability and/or disclaiming warranties, shall apply to all AllyGPO affiliates in the same manner that they apply to AllyGPO, mutatis mutandis.
7. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Portal Terms, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Portal Terms will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
8. Severability. If any term or provision of these Portal Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Portal Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Portal Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
9. Governing Law; Submission to Jurisdiction. These Portal Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to these Portal Terms or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
10. Precedence. These Portal Terms and the Supplier Portal Agreement govern Supplier’s access to and use of the Supplier Portal only and do so solely and exclusively. Notwithstanding anything to the contrary in any master services agreement, master purchase agreement, supply agreement, rebate agreement, confidentiality agreement, distribution agreement, GPO agreement, member agreement, or other agreement between AllyGPO and Supplier, no such agreement applies to the Supplier Portal, Supplier’s access to or use of the Supplier Portal, or any Data, reports, analytics, Documentation, or other materials made available through the Supplier Portal. In the event of a conflict between these Portal Terms and the Supplier Portal Agreement, the Supplier Portal Agreement controls. Supplier will have no right to access or use the Supplier Portal unless Supplier has expressly agreed to the Supplier Portal Agreement and these Portal Terms and, as applicable, to any amended Portal Terms presented by AllyGPO.
11. Certification. Upon reasonable request, Supplier shall certify its compliance with these Portal Terms, including deletion or restriction of Data following termination.

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DEFINITIONS.

"Authorized User" means Supplier and Supplier's employees, consultants, contractors, and agents (i) who request access and use the Supplier Portal under the rights granted to Supplier pursuant to these Portal Terms and (ii) for whom access to the Supplier Portal has been agreed by AllyGPO.

"Supplier Portal" means the functionality, content, data, reports, and/or tools as made accessible by AllyGPO, in AllyGPO’s sole discretion, to Authorized Users on AllyGPO's website at pharmaiq.allygpo.com, including any extensions or variations thereof.

“Data” means all information, data, and other content, in any form or medium, that is transmitted or downloaded, or otherwise accessed or received by Authorized Users through the Supplier Portal.

"Documentation" means AllyGPO's user manuals, handbooks, and guides relating to the Supplier Portal provided by AllyGPO, if any, either electronically or in hard copy relating to the Supplier Portal.

AllyIQ SERVICES

SUPPLIER RESPONSIBILITIES.

DATA.

INTELLECTUAL PROPERTY OWNERSHIP, CONFIDENTIALITY.

LIMITED WARRANTY AND WARRANTY DISCLAIMER.

INDEMNIFICATION.

LIMITATIONS OF LIABILITY.

TERM AND TERMINATION.

Term. These Portal Terms become effective on the Effective Date set forth in the Supplier Portal Agreement, and continue until terminated (“Term”).

MODIFICATIONS.

EXPORT REGULATION.

MISCELLANEOUS.

Headings. The headings in these Portal Terms are for reference only and do not affect the interpretation of these Portal Terms.

Certification. Upon reasonable request, Supplier shall certify its compliance with these Portal Terms, including deletion or restriction of Data following termination.