PLEASE READ THESE TERMS AND CONDITIONS (“TERMS”) CAREFULLY BEFORE USING THIS WEB SITE. BY ACCESSING, BROWSING, USING OR REGISTERING FOR ANY COURSE ON THIS WEBSITE, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN, WITHOUT LIMITATION OR QUALIFICATION.

COMPLETION OF ANY OR ALL PARTS OF THE EDUCATIONAL PORTIONS OF THIS WEB SITE DOES NOT RELEASE YOU FROM ANY LIABILITY ASSOCIATED WITH YOUR LACK OF ADHERENCE TO SPECIFIC REGULATIONS, GUIDELINES, INDUSTRY CODES, OR OTHER IMPORTANT REQUIREMENTS ASSOCIATED WITH CERTIFIED CONTINUING MEDIAL EDUCATION (“CME”) OR PROMOTIONAL ACTIVITIES. THE ALLIANCE FOR CONTINUING EDUCATION IN THE HEALTH PROFESSIONS AND THE SOCIETY FOR ACADEMIC CONTINUING MEDICAL EDUCATION ASSUME NO LIABILITY OF ANY KIND FOR ANY ACTIONS TAKEN BY USERS OF THIS WEB SITE.

1. This Web Site and the Courses contained herein are operated and maintained by Scitent, Inc. (“SCI”). The content of the Web Site is provided by the Alliance for Continuing Education in the Health Professions (“ACEhp”), a 501(c)(3) non-profit organization, and The Society for Academic Continuing Medical Education (“Society”). The words “Us,” “We” and “Our” refer collectively to SCI, the ACEhp, and the Society. The words “You” and “Your” refer to You, the registered user of the Services. The “Services” refer to this Web Site and any Courses offered through the Web Site. For purposes of these Terms, references to the Services also include any and all mirror, equivalent, comparable, replacement, substitute or backup web sites, web pages, resources, facilities or other means We make available to You in digital or electronic form.

2. In these Terms, the term “use” refers to direct or indirect, access, use, display, viewing, exchange, communication, reproduction, transmission or receipt of information, either with or without the aid of a machine or device, to, from or through the Web Site and/or Course, or any action that causes the performance of functions, activities or otherwise provides or obtains services, content, information, reports, materials or data in connection with the Services.

3. We may add to, delete from or modify the Services at any time and from time to time, in Our sole and absolute discretion, without notice. We may also amend these Terms at any time and from time to time, in Our sole and absolute discretion. If You do not agree to any modification of these Terms, You shall terminate use of the Services by contacting us via email at techsupport@cardioconcepts.com to have your registration expunged from the database. You agree that Your continued use of the Services shall be acceptance of these Terms, as amended.

4. Registered Users

4.1. You are required to register in order to access the Services. You are solely responsible for maintaining the confidentiality of Your access password. You are responsible for all activities and/or liabilities associated with Your access password. You must immediately notify Us of any unauthorized use of Your password and You are responsible for any unauthorized use or charges incurred by any third party using Your password until We receive written notification by You.

4.2. To become a registered user and in order for Us to authorize You to use any portions of the Services which are not generally available to the public, You will be required to provide Us with certain information about You when registering. You represent, warrant and covenant to Us that any and all information You do provide to Us, is and will be true, accurate and complete when given to Us, that in providing information to Us You will not knowingly omit or misrepresent any material facts or information. We must and do otherwise reserve the right to approve or reject any user or revoke and restrict Your right to use the Services, at any time and for any reason in Our sole and absolute discretion.

5. Conduct and Proper Use of the Services

5.1. You may not use or allow, enable or facilitate others to use the Services You may obtain, in any manner that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually explicit or sexually, racially, culturally, ethnically or otherwise actually or potentially offensive, harmful, harassing, threatening, hateful, objectionable, discriminatory or abusive; (b) violates any law, regulation or judicial or governmental order; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Services; (d) infringes upon or violates any intellectual property, proprietary or rights of others; (e) is not reasonably related and in furtherance of the purposes and terms and conditions upon which Your use of the Services is governed and authorized.

5.2. You also may not use or allow, enable or facilitate others to use the Services You may obtain, in any manner that actually does or attempts to: (a) disrupt, impair or interfere with, alter or modify the Web Site (including any information, content, materials, features or functions thereof), or the use of the Web Site by others; (b) act in a way that affects or reflects negatively on Us, the Services or any third party; (c) collect or attempt to collect any information of another party, including without limitation personally identifiable information, without that party’s express prior consent. You agree to comply with all local, state, and federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to these Terms, the performance of Your obligations and Your use of the Services.

5.3. The Web Site may contain references or links to other web sites, web pages, materials, information and resources (“Third Party Sites”). We are not responsible for and have no control over the accessibility via the Internet of any Third Party Sites. Furthermore, You understand, acknowledge and agree that We are not endorsing or otherwise responsible for or associated with any Third Party Sites and unless We specifically and explicitly tell You otherwise in writing, You should not assume or rely upon any information or content as having originated with or been approved by Us or even that We are aware of the specific content, information, features or capabilities available in connection with such Third Party Sites. We are not responsible or liable, in any manner whatsoever, for, in connection with or as a consequence of Your use of any Third Party Site, even if We are advised of the possibility that damages may result.

6. Your Information and Privacy

6.1. When You visit the Web Site and use the Services, We collect information about You, such as Your name, address, contact information, and other information which identifies You, as well as Your responses to Course questions and other information You transmit in taking the Course(s) and accessing the Web Site. You acknowledge and also consent to Our gathering this information and to Our tracking Your activities and use of the Services for purposes of, including but not limited to, tracking reports, maintaining quality control and contacting You concerning Your activities should it be necessary or appropriate to do so.

6.2 By using the Services and accessing the Web Site, you agree to have your name and contact information included in a database that will be searchable by others for the purposes of verification of completion of the Course or Courses provided on the Web Site.

6.3 The ACEhp may also use Your information for ACEhp programs and research which may include, among other things, the sharing of Your personally identifiable information with third parties. If You do not want Us to share this information with third parties, You may notify Us in writing at any time that You do not wish Us to share personally identifiable information with any third party, other than as necessary to perform Our obligations under these Terms. We will remove such information about You from any lists We provide to such third parties within thirty days of Your written notice to Us.

6.4. We will always have the right to use and disclose, without restriction or liability to You or any other party, aggregate, compiled, derived or otherwise non-personally identifiable information which We obtain from You and/or any source as a result of Your use of the Services, as well as any and all information, data and materials which are proprietary to Us or that We own without restriction or obligation on such use or disclosure.

6.5. Your email address and other contact information are used to send You administrative messages.

6.6. We reserve the right to disclose all information, including personal information, when required by law, court order or subpoena.

7. Courses

7.1. Registration: You may register for a Course on the Web Site by providing the required information on the Web Site registration page.

7.2. You agree that You will NOT:

Print, download, copy or distribute any portion of the Services, including any content of the Web Site, without express written permission of the authors.

Share Your password with anyone else.

Allow anyone to take the Course for You, or answer any Course questions for You.

Register for, or complete a Course under the name of any other person.

8. Intellectual Property Rights

8.1. The Services and all text, graphics, images, logos, icons, programs, software, data, content, information, reports and materials made available to You in connection with Your use of the Services (including without limitation any aggregated, compiled or derived information or data which may contain or be aggregated, compiled or derived from, but does not identify the information or data You may have provided to Us), whether tangible and intangible in any form and on or in any media, and all intellectual property rights in and to the same (hereinafter the “Intellectual Property”), are proprietary to Us or are owned by Us or Our licensors or suppliers. You may not use the Intellectual Property, except as specifically permitted under these Terms. You may not modify, copy, reproduce, republish, upload, post, transmit, publicly display, prepare derivative works from, reverse engineer or distribute the Intellectual Property in any way unless specifically directed to do so by Us during the Course. Any and all rights not expressly granted by these Terms or specifically provided in the Intellectual Property, whether existing now or arising in the future, are hereby expressly reserved by Us.

8.2. We reserve the unconditional right (but not the obligation) to remove, move or edit any information, data, text, graphics, content or other materials which We consider to be in violation of any of the terms of these Terms. We have no liability or responsibility to You or any other person or entity for performance or nonperformance of any such activities.

9. Termination

9.1. We may terminate these Terms and/or otherwise restrict, suspend or terminate Your use of the Services, in whole or in part, at any time in Our sole and absolute discretion, immediately and without notice or liability, with or without cause, and it will not limit any other rights or remedies which are available to Us or which may be available to You under any separate written agreements You may have entered into with Us. You may terminate these Terms by providing Us with written notice of Your termination and ceasing to use the Services.

10. General

10.1. Limitation of Liability. Unless otherwise specifically provided in these Terms, termination is Your sole right and exclusive remedy if You are not satisfied with the Services, Our services, reports, information, data, features, functions or capabilities You use or that We make or attempt to make available to You. Upon termination by You or by Us, Your right to use the Services shall immediately cease.

10.2. UNDER NO CIRCUMSTANCES WILL SCI, THE ACEhp, OR THE SOCIETY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE WEB SITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT (STRICT LIABILITY OR OTHERWISE), INCLUDING WITHOUT LIMITATION: LOSS OF VALUE, LOSS OF USE, LOST ANTICIPATED PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF GOODWILL OR OPPORTUNITY, WHETHER OR NOT SCI, THE ACEhp, OR THE SOCIETY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SCI, THE ACEhp, AND THE SOCIETY SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY AND IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO USE THE WEB SITE AND THE SERVICES. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS AND YOUR USE OF THE WEB SITE OR THE SERVICES. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10.3. No Warranties; Disclaimer. THE WEB SITE AND THE SERVICES ARE MADE AVAILABLE FOR YOUR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE OR NON-INFRINGEMENT, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE OR OTHERWISE. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE WEB SITE OR ANY DATA, INFORMATION, MATERIALS OR CONTENT OR ANY PRODUCTS OR SERVICES CREATED, ARISING OR DERIVED THEREFROM, ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE OR TIMELY FOR USE OR RELIANCE BY YOU OR ANY OTHER PARTY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE OR OTHER HARMFUL COMPONENTS OR OTHERWISE SECURE.

THE INFORMATION CONTAINED ON THE WEB SITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND THE ACEhp AND THE SOCIETY HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO ANY INFORMATION PROVIDED ON THE WEB SITE. THE ACEhp AND THE SOCIETY ASSUME NO LIABILITY OF ANY KIND FOR ANY OF THE INFORMATION CONTAINED IN THIS WEB SITE OR FOR ANY DIAGNOSIS, TREATMENT, OR OTHER PATIENT MANAGEMENT DECISIONS MADE IN RELIANCE THEREOF. THIS INFORMATIONAL ACTIVITY IS DESIGNED SOLELY FOR PHYSICIANS AND OTHER HEALTHCARE PROFESSIONALS TO MEET SPECIFIED CONTINUING EDUCATIONAL NEEDS. THE COURSES MAY INCORPORATE FICTITIOUS CASE SCENARIOS TO HIGHLIGHT IMPORTANT ISSUES AND STRATEGIES FOR THE CARE OF PATIENTS. ANY SIMILARITIES IN NAMES, PLACES, OR CIRCUMSTANCES TO THOSE OF REAL PERSONS ARE PURELY COINCIDENTAL.

10.4. Governing Law: These Terms are governed by and construed in accordance with the substantive internal laws of the Commonwealth of Virginia without reference to its conflicts of laws principles.

10.5. Indemnification: You agree to indemnify, defend and hold harmless SCI, the ACEhp and the Society and any of their officers, directors, employees, agents, suppliers, licensees and affiliated companies (the “Indemnified Entities”) from any third party claim or action arising out of or relating to (i) Your breach or alleged breach of any of the provisions of these Terms and (ii) Your use of the Services; and (iii) Your use of any information provided to you through the Web Site. You further agree that You shall indemnify, defend and hold the Indemnified Entities harmless from and against any and all losses, damages, liabilities, fees and costs, including without limitation reasonable attorneys’ fees and court costs which may arise or are incurred by the Indemnified Entities in connection with any such claim or action. The Indemnified Entities may elect to participate in the defense of any such claim and negotiations for its settlement or compromise at their own expense. No settlement or compromise which may adversely affect the Indemnified Entities’ rights or legally obligate them shall be made or entered into by You without the Indemnified Entities’ prior written approval. The Indemnified Entities reserve the right, on written notice to You, to assume exclusive control of the defense and handling of any such claim or action, and all negotiations for its settlement or compromise, whereupon any further indemnification obligation under this section will end; provided, however, that the Indemnified Entities’ defense or handling of any such claim or action shall not relieve You of any liability or responsibility in the event and to the extent any judgment rendered by a court of competent jurisdiction or order of any regulatory agency having jurisdiction over the subject matter of such claim or action finds that You have liability or responsibility.