CVSMediaExchange.com Terms and Conditions of Use

Last Updated: June 7, 2023

Please read this Agreement carefully and completely before using CVSMediaExchange.com (the "Site") or any services or information provided through or in connection with the Site by CVS Media Exchange LLC 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 CVS Media Exchange LLC ("CMX," "us" or "we"), which incorporates by this reference any additional terms and conditions posted by CMX through the Site, or otherwise made available to you by CMX. This Agreement does not govern your use of other sites or apps. The information and resources contained on and accessible through the Service are made available by CMX to certain prospective and current customers, including the prospective or current customer that employs or contracts you (“Your Company”), subject to your agreement to the terms and conditions of this Agreement as well as the underlying contractual provisions between CMX 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

CMX 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 ("User Name") and/or password ("Password"), or a user name and/or password may be created for you (the User 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 CMX 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. CMX reserves the right to revoke your Access Codes at any time without prior notice.

In order to access the Site, you may be required to provide certain information (including identification and contact details) as part of the registration process or as part of your continued use of the Site. You represent and warrant that any and all information you give CMX during registration and in connection with any and all other uses of the Site is true, accurate, complete, up to date, and is not false, misleading, or otherwise a misrepresentation of your identity or impersonation of any other person or entity. You must inform CMX 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, CMX 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 CMX, CMX 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 CMX and its subsidiaries, affiliates, suppliers, and vendors. Any trademark or copyright notices may not be deleted or altered in any way. CMX's trademarks and copyrights may not be used in connection with any products or services that are not offered by or on behalf of CMX. 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 CMX 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 CMX that infringes or violates any rights of any party or violates this Agreement or the underlying agreement between Your Company and CMX.

USAGE RULES AND REQUIREMENTS

You may not (a) submit any automated or recorded requests to the Site or the Service unless otherwise approved by CMX; or (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive, reconstruct, identify, or discover 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, in our sole discretion, 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.

UPLOADS

The Site and the Service may provide functionality through which, or in connection with which, you are able to upload or otherwise transmit or provide information or materials (such as user names, passwords, contact information, comments, or other personal or other data, text, photographs, and images) in connection with your use of the Site or the Service, regardless of whether such information or materials are made available publicly or with password protection (collectively, “Uploads”). You may also elect to provide or make available to CMX suggestions, comments, ideas, improvements, or other feedback or materials, whether related to the Site or the Services or otherwise (collectively, “Suggestions”).

You hereby grant to CMX and its affiliates, representatives, and assigns an irrevocable, perpetual, non-exclusive, fully-paid, world-wide license (sublicensable through multiple tiers) to use, analyze, distribute, reproduce, modify, adapt, derive, publish, translate, publicly perform, publicly display, and otherwise exploit your Uploads and Suggestions (in whole or in part), in any format or medium now known or later developed for any purpose, whether in connection with the Site or the Services or otherwise.

You agree that you are solely responsible for all of your Uploads and Suggestions. CMX is not responsible for any loss, theft or damage of any kind to any Uploads, or Suggestions. You represent and warrant that: (a) you own all rights in your Uploads and Suggestions or, alternatively, you have acquired all necessary rights in your Uploads and Suggestions to enable you to grant to CMX all of the rights described herein; and (b) your Uploads and Suggestions do not infringe the intellectual property rights, privacy, or any other legal or moral rights of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Upload or Suggestion that you may have under any applicable law under any legal theory.
None of the Services are designed or intended to be used as a disaster recovery or emergency data storage facility and you are responsible for creating and maintaining copies of your Uploads prior to posting, uploading, or otherwise submitting such Uploads through the Services.

PRIVACY

Your submission of information through the Services is governed by our applicable Privacy Policy. CMX 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.
In particular, you acknowledge that by using the internet to use the Site or the Service, you may incur charges from your wireless carrier, internet service provider, or other method of internet access, and that payment of any such charges will be your sole responsibility. CMX does not control wireless or internet access. Your use of these networks may not be secure and may expose your information sent over such networks.

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

CMX 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. CMX, 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 CMX 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.

CMX 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, SATISFACTORY QUALITY, 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 AND AT YOUR AND YOUR COMPANY’S OPTION AND RISK.

CMX MAKES NO GUARANTEES IN CONNECTION WITH THE SERVICES OR RESULTS FROM THE SERVICES. CMX DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE ERROR-FREE, ALWAYS AVAILABLE, OR OPERATE WITHOUT LOSS OR CORRUPTION OF DATA OR TECHNICAL MALFUNCTION. YOU AND YOUR COMPANY ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES, THE INTERNET, AND THAT CERTAIN OF THE SERVICES MAY BE PROVIDED BY THIRD PARTIES, NEITHER CMX NOR ITS AFFILIATES GIVE ANY WARRANTY OR GUARANTEE IN RELATION TO THE DELIVERY OF ADS ON NETWORK PROPERTIES, INCLUDING, WITHOUT LIMITATION: (A) THE DATE OF INSERTION OF ANY AD, (B) WHERE AN AD WILL APPEAR WITHIN THE AUDIENCE EXTENSION INVENTORY, (C) THE WEBSITES AND GEOGRAPHICAL LOCATION IN WHICH AN AD WILL APPEAR, OR (D) THE CONTENT WITH WHICH AN AD WILL APPEAR. CMX DOES NOT GUARANTEE THE EFFICACY OF THE CONTROLS MADE AVAILABLE BY PARTNERS TO MANAGE THE TARGETS REQUESTED BY THE ADVERTISER

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CMX OR ITS SUPPLIERS OR VENDORS, OR ITS OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, AFFILIATES, SUPPLIERS, VENDORS, LICENSORS, CO-BRANDERS OR PARTNERS (COLLECTIVELY, "CMX 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.

CMX 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 CMX'S CONTROL. THE OPERATION OF THE SERVICE, WHETHER BY CMX, 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 CMX 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 CMX 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). CMX 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 CMX harmless for any unauthorized use or disclosure of your personal information.

CONFIDENTIALITY

You acknowledge that certain information located on the Site is the proprietary and confidential information of CMX (“Confidential Information”) and You hereby agree not to share such information with third parties except as authorized by your and/or Your Company’s agreement with CMX. This Confidential Information 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 CMX and its subsidiaries and affiliates. CMX may disclose user information in accordance with the above described confidentiality terms, as applicable, (a) to comply with applicable rules, orders, subpoenas or other legal process, or (b) 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 either: (a) the underlying contractual agreement between Your Company and CMX; or (b) only if no such underlying contractual agreement between Your Company and CMX exists, then 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.

DISPUTE RESOLUTION

All disputes arising out of or related to use of the Site shall be governed by the underlying contractual agreement between Your Company and CMX, if such agreement exists.
NO WAIVER OF RIGHTS

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

CHANGES TO THE SERVICE

CMX and its suppliers and vendors may change or modify the information, services, products, materials, and any other resources contained on or accessible through the Service, may charge, modify, or waive any fees required to use the Service (including any portion thereof), or discontinue the Service altogether, at any time without notice.

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.

CMX 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.

GENERAL INFORMATION

In addition to the rights and privileges described in the terms, conditions, and policies outlined above, we further reserve the right to elect to electronically monitor areas of the Service and may disclose any content, records, or electronic communication of any kind if required to do so by any law, regulation, or government request, if we believe that such disclosure is necessary or appropriate to operate the Service, or to protect our rights or property, or the rights of the users, partners, affiliates, sponsors, providers, licensors, or merchants.

We control the Service from our corporate offices within the United States of America, and the Service is not intended to subject CMX to any non-U.S. jurisdiction or law. By using (including any access to) the Service you agree that such use (including any such access) is subject to the terms, conditions, and policies of this Agreement as well as applicable laws. The Service may not comply with legal requirements of foreign countries. Other countries may have laws, regulatory requirements, and medical practices that differ from those in the United States of America. Any portion of the Service or any other product or service provided by CMX is void where and to the extent prohibited by law, and you may not use the Service where it would be illegal to do so. We may limit the availability of the Service at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose.

If any part of this Agreement is ruled to be unenforceable, then such part shall be severed, with the remainder of the Agreement remaining in full force and effect. You may not assign, transfer, or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under this Agreement without restriction.

FORWARD-LOOKING STATEMENTS

The Service may contain or make available forward-looking statements within the meaning of the federal securities laws. In addition, CVS Health Corporation and its subsidiaries, including CMX (collectively, “CVS Group”), and its and their representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in CVS Health Corporation’s filings with the U.S. Securities and Exchange Commission (“SEC”) and in the CVS Group’s reports to stockholders, press releases, webcasts, conference calls, meetings and other communications. Generally, the inclusion of the words “believe,” “expect,” “intend,” “estimate,” “project,” “anticipate,” “will,” “should” and similar expressions identify statements that constitute forward-looking statements. All statements addressing operating performance of CVS Health Corporation or any subsidiary, events or developments that the CVS Group expects or anticipates will occur in the future, as well as statements expressing optimism or pessimism about future operating results or events, are forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. The CVS Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. By their nature, all forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in CVS Health Corporation’s SEC filings, including those set forth in the Risk Factors section of CVS Health Corporation’s current Form 10-K filed with the SEC. There can be no assurance that CVS Health Corporation has correctly identified and appropriately assessed all factors affecting its business. Additional risks and uncertainties not presently known to CVS Health Corporation or that it currently believes to be immaterial also may adversely impact the CVS Group. Should any risks and uncertainties develop into actual events, these developments could have a material adverse effect on the CVS Group’s business, financial condition and results of operations. For these reasons, you are cautioned not to place undue reliance on the CVS Group’s forward-looking statements.