USER TERMS AND CONDITIONS

GENERAL PURPOSE OF AGREEMENT.
The Advisory Center for Health Professionals (ACHP) will provide access, free of charge, for authorized users (who shall be residents in internal medicine and/or medicine/ pediatrics at the institutions participating in this project) to the non-public portions of www.talk4hp.com (the “ACHP Site” or the “Site”) which provides information on approaches to professional and personal challenges faced by residents during their training, an online forum for examining the responses to specific challenges; a blog for users to share experiences with others around the country; and access to senior advisors. The ACHP Site offers the opportunity to schedule an appointment with a senior advisor who is available to provide consults for up to one hour. Use of the ACHP includes but is not limited to, visits to any and all webpages that are a part of the ACHP Site, viewing of the Subscription Content, participation in any online forums or chat rooms or blogs or other offerings on the ACHP Site and consultations with senior advisors offered through the ACHP Site.

PASSWORDS AND LOGIN INFORMATION FOR AUTHORIZED USERS.
All internal medicine and medicine/pediatrics residents enrolled at a participating institution may register at the ACHP site to receive access to the content of the site and after registration are deemed authorized users. Authorized users will register to use the ACHP site by providing their email address, the code assigned to their institution and a password.

INFORMATION TO BE SHARED WITH THE SENIOR ADVISOR.
Authorized users, when meeting with a senior advisor, will provide his or her name and the name of the residency program that he or she participates in.

AUTHORIZED USER DATA.
The confidential nature of the ACHP Site is a key component to its success. ACHP will never divulge this information without the users’ approval unless the senior advisor with whom the authorized user is communicating believes that the authorized user is in need of mental health counseling or crisis intervention. In such an instance, the senior advisor will communicate that to the resident and will notify the authorized user’s program leadership. While the advisory sessions and other ACHP Site usage will be confidential, the information collected will be utilized to identify common themes and give insights about the usefulness of advisor strategies.

PERMITTED USES.
The ACHP Site and its content are and remain the copyrighted materials of ACHP and/or its licensors and except as expressly permitted by this Agreement or the Subscriber Agreement, all users of the site recognize and agree that any copying, distribution or modification of the ACHP Site or the ACHP Site content is strictly prohibited. During the Subscription Period, Authorized Users may use, view and/or download a single copy of the material made available on the ACHP Site, as permitted herein, and print materials made available over the ACHP Site for their own non-commercial, personal, educational use.

PROHIBITED USES.
In no event shall any user of the ACHP Site remove any copyright, trademark or other proprietary rights notices from the ACHP Site or from content downloaded from the Site. In addition, users of the ACHP site shall not do any of the following: a. Copy any part of the ACHP Site or its content, including, without limitation, text, graphics, images, information, software and other materials for resale or other commercial use; b. Access the ACHP Site without authorization or permit unauthorized users to do so; c. Post any part of the ACHP Site on any public bulletin boards, Web sites, Internet domains, or online chat rooms; d. Sublicense, assign, share, sell, rent, lease, or otherwise transfer your right to use the ACHP Site or any ACHP Site content except as permitted herein; e. Reverse engineer any part of the ACHP Site or the ACHP Site content or include it in any other software or multimedia package for any public use; f. Use the ACHP Site for any purpose in violation of local, state, national, or international laws; g. Post or upload material to the ACHP Site that infringes on the intellectual property rights of others or on the privacy or publicity rights of others or that is unlawful, obscene, defamatory, threatening, harassing, abusive, slanderous, hateful, or embarrassing to any other person or entity; h. Post or upload any spam, advertisements, solicitations of business, chain letters or pyramid schemes; i. Impersonate or log in as any other person; j. Allow any other person or entity to use another’s password or identification for using, viewing or uploading material to the ACHP Site; k. Distribute or upload viruses, worms, Trojan horses, spy ware or other harmful or disabling computer code to or through the ACHP Site; or l. Bypass or attempt to bypass or disable any security features of the Site, including, without limitation, those controlling downloading and printing material or content from the ACHP Site.

ACHP’S RIGHTS.
ACHP reserves the right (but is not obligated) to do any or all of the following: a. Remove communications that fail to conform with these terms of use; b. Terminate a user’s access to the entire ACHP Site or specific features; or c. Edit or delete any communications posted, regardless of whether such communications violate these standards. SITE USE. If a user on the Site uses blogging features, chat rooms or otherwise posts information to the ACHP Site, the user gives ACHP the irrevocable right to reproduce, distribute, publish, display, edit, modify, create derivative works from and otherwise use the submission for any purpose, in any form, and on any media. ACHP reserves the right to modify the Privacy Policy and this Agreement at any time. Any modifications shall be posted on the ACHP will provide e-mail support through the ACHP website and, if necessary, support by telephone (781-894- 0875) ACHP support personnel cannot be available 24 hours a day. Our goal is to answer all questions within one business day. If we do not respond within one business day, please contact us again by clicking the blue button on the home page of the website.

CHANGE OF STATUS OF AUTHORIZED USERS.
In the case of any change, departure or incapacitation of an Authorized User, during the course of the Subscription Period, the user’s internal medicine program director shall promptly notify ACHP of such change, and ACHP shall promptly terminate the access of such individuals as applicable and provide access to their designated replacements, if any. In addition, the program director shall promptly notify ACHP to the extent that any other Authorized Users terminate or change their affiliation with the Subscriber in such a manner that such individuals no longer qualify as Authorized Users.

APPENDIX A attached hereto is incorporated herein by reference. — — — — — — — — — — — — — — – YOUR CONTINUED USE OF THE ACHP SITE SHALL CONSTITUTE ACCEPTANCE OF THE TERMS OF THIS AGREEMENT AND THE PRIVACY POLICY AND ANY AND ALL OTHER POLICIES AND AGREEMENTS AS POSTED ON THE ACHP SITE DURING YOUR USE OF THE ACHP SITE, INCLUDING ANY AND ALL AMENDMENTS THERETO.

APPENDIX A ADDITIONAL TERMS AND CONDITIONS NOT MEDICAL ADVICE. The ACHP Site does not provide medical advice. The provision of information on the ACHP Site, including without limitation, the online forum, blogs, columns and consultations with senior advisors, is for educational use only and does not constitute the practice of medicine, nursing or other professional health care service.

DISCLAIMER OF WARRANTIES. THE ACHP SITE AND ALL OF ITS CONTENTS AND INFORMATION IS PROVIDED ON AN “AS IS” BASIS. ACHP DISCLAIMS ANY WARRANTY REGARDING THE SITE’S ACCURACY, TIMELINESS, COMPLETENESS OR ACCURACY FOR ANY PARTICULAR PURPOSE. ACHP DISCLAIMS ANY AND ALL WARRANTIES EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE. ACHP MAKES NO WARRANTY OR GUARANTEE THAT SERVICE TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USERS ASSUME FULL RESPONSIBILITY AND ALL RISK FOR USING THE INFORMATION ON THE SITE, AND FOR THE QUALITY, FUNCTION, PERFORMANCE, AND ACCURACY OF THE ACHP SITE AND UNDERSTAND AND AGREE THAT ACHP AND ITS AFFILIATES ARE NOT RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE RESULTING FROM SUCH USE BY ANY USER.

YOU AGREE THAT, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL ACHP OR ANY OTHER PARTY WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, PROMOTION OR MARKETING OF THE ACHP SITE OR THE CONTENT BE LIABLE TO YOU OR ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, AUTHORIZED USERS, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF DATA OR PROFITS, OR DAMAGES FOR PERSONAL INJURY OR WRONGFUL DEATH, RESULTING FROM OR CONNECTED WITH ANY USE, MISUSE OR INABILITY TO USE THE ACHP SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ACHP OR SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AVAILABILITY OF ACHP WEBSITE.
ACHP is not responsible for the unavailability of the ACHP Site. ACHP reserves the right to modify or temporarily suspend, or discontinue and/or terminate all or any part of the site at any time. All rights not expressly granted herein are reserved to ACHP and its licensers.

LINKS TO OTHER SITES.
We cannot control the content of other Web sites. Links or references to other Web sites do not imply an endorsement of any kind unless specifically stated.

NO TRANSFER; ASSIGNMENT.
Except as otherwise permitted by law, you may not transfer, assign or delegate this Agreement, or any of the rights or obligations hereunder, to any third party without the prior written permission of ACHP and its licensors.

MODIFICATION AND WAIVER; SEVERABILITY.
This Agreement may only be modified by ACHP posting an amended agreement on the ACHP Site. Your use of the ACHP Site constitutes your consent to this Agreement, as amended. Waiver by a party of any right hereunder shall not constitute a waiver of that or any other right in the future.

COMPLETE AGREEMENT.
This Agreement constitutes the entire agreement between you and ACHP with respect to the subject matter hereof and supersedes with respect thereto any prior written agreements or prior, contemporaneous or subsequent oral understanding.

CHOICE OF LAW AND VENUE.
This Agreement shall be construed in accordance with the laws of the Commonwealth of Massachusetts exclusive of its choice of law rules. You agree to the exclusive jurisdiction of the state and federal courts sitting in Boston Massachusetts, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

MISCELLANEOUS.
ACHP’S failure to enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. The provisions of this Agreement are severable. In the event that any provision hereof is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions.

INDEMNIFICATION.
You agree that you will indemnify ACHP and hold it harmless against any and all damages, losses, liabilities, judgments, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party arising from or related to any and all violations of this Agreement and/or use of the Site by an Authorized User.