Terms and Conditions of Use

Last Updated: September 27, 2008

These Terms and Conditions of Use (collectively, this “Agreement”) are agreed to as of this day by you (collectively “visitors,” “registered users,” “you” or “your, ) and eMatchPhysicians (”eMatchPhysicians,” “us,” “our,” or “we”). This Agreement sets forth the terms and conditions that apply to your access to and use of www.eMatchPhysicians.com and our related technology systems (collectively, the “Web site”) and the use of the Web site and services provided by eMatchPhysicians (the “Services”) by Physicians, Hiring Organizations and Search Firms registered to use the Services (collectively “registered users,” “you” or “your”). Please read this Agreement and our Privacy Policy (the “Privacy Policy”) carefully prior to your use of our Web site or your registration for, purchase or use of any of our Services.

By submitting information to eMatchPhysicians, either by using our Web site or registering for, purchasing or using a Service, you agree to be bound by all of the terms and conditions of this Agreement and the Privacy Policy, including any changes or revisions which eMatchPhysicians, in its sole discretion and from time to time, may make to this Agreement and/or the Privacy Policy. Additionally, if you register for or use a specific Service offered by eMatchPhysicians, you also agree to be bound by the terms and conditions of any specific rules (”Rules”) for such Service, including any changes or revisions which eMatchPhysicians, in its sole discretion and from time to time, may make to such Rules. If you do not agree with all of the terms and conditions of this Agreement, the Privacy Policy and any applicable Rules, you are not authorized to use our Web site or register for, purchase or use any of our Services, and your sole remedy is to stop using our Web site and our Services.

Your Compliance with This Agreement

You represent that you (i) are at least 18 years of age and of legal age to agree to the terms and conditions set forth in this Agreement, the Privacy Policy and any applicable Rules; and (ii) agree to comply with all local rules regarding online conduct and transmission of information. To determine your compliance with this Agreement, the Privacy Policy, any applicable Rules and any applicable laws, eMatchPhysicians reserves the right, but not the obligation, to monitor your use of our Web site and our Services. eMatchPhysicians reserves the right to refuse to post or to remove any information or materials, in whole or in part, that it deems in its sole discretion to be unacceptable, offensive or in violation of this Agreement, the Privacy Policy, any applicable Rules and/or any applicable laws.

Your Use of the Web Site and Service

You are only entitled to use our Web site and Services for lawful purposes and pursuant to the terms and conditions of this Agreement, the Privacy Policy and any applicable Rules. Your use of our Web site may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of our Web site or other actions that eMatchPhysicians, in its sole discretion and from time to time, may elect to take. eMatchPhysicians reserves the right to suspend or discontinue the availability of our Web site and/or any portion or feature of our Web site at any time in our sole discretion and without prior notice.

You shall not, and you shall not attempt to or otherwise authorize, encourage or support a third party’s attempts to, create derivative works of or make commercial use of the content on our Web site (”Content”). You shall also not, and you shall not attempt to or otherwise authorize, encourage or support a third party’s attempts to, circumvent, re-engineer, decrypt, break or otherwise alter or interfere with our Web site in any manner. You shall also not reproduce, modify, distribute, sell, or otherwise transfer any rights in and/or to any Content. You shall not metatag, provide links to or frame our Web site without the prior express written permission of eMatchPhysicians.

You shall not be permitted to do any of the following, as determined by eMatchPhysicians, in its sole discretion, each of which may result in your loss of the right to access and use our Web site and/or Services (i) violate the terms and conditions of this Agreement, our Privacy Policy or any applicable Rule; (ii) restrict, inhibit or prevent any access to, use or enjoyment of our Web site or any Service; or (iii) through the use of our Web site or any Service, defame, abuse, harass, offend or threaten anyone or any entity.

You acknowledge that you are solely responsible for providing and maintaining all equipment, hardware, software and means of communication, and charges for all related services, for your access to and use of the Web site and our Services.

Although the Web site is accessible worldwide, the Services may not be available, accessible or legal to use for persons located outside of the United States (”U.S.”). Those who choose to access the Web site from locations outside the U.S. do so on their own initiative and at their own risk and are responsible for compliance with local laws if and to the extent local laws are applicable. eMatchPhysicians reserves the right to limit the availability of the Web site and the Services to any person, geographic area or jurisdiction it so desires at any time and in our sole discretion.

Description of the Web Site and Service

The Web site is only a venue allowing for the creation and posting of profiles (”Profiles”) and curriculum vitae to the Web site by physician candidates (”Physicians”), and the creation and posting of Profiles to the Web site by organizations that hire Physicians (”Hiring Organizations”) and Physician recruiters and staffing agencies (”Search Firms”). Through the Web site, Physician Profiles are made accessible to Hiring Organizations and Search Firms, and Hiring Organization and Search Firm Profiles are made accessible to Physicians. Physicians may also designate specific Hiring Organizations and Search Firms to review their curriculum vitae via our “CV Posting System”, and to exchange contact information and other personal information with designated Hiring Organizations and Search Firms via our “Internal Messaging System”.

eMatchPhysicians does not evaluate or censor the curriculum vitaes, Profiles or other information posted to the Web Site or exchanged via our CV Posting System or Internal Messaging System. eMatchPhysicians is not involved in the actual employment transaction or relationship , if any, between Physicians and Hiring Organizations or Search Firms. eMatchPhysicians has no control over the quality, safety or legality of the curriculum vitaes, Profiles or other information posted to the Web Site or exchanged via our CV Posting System or Internal Messaging System, the truth or accuracy of such curriculum vitaes, Profiles or other information posted to the Web Site or exchanged via our CV Posting System or Internal Messaging System, the ability of Hiring Organizations or search Firms to hire Physicians or the ability of Physicians to fill job openings.

Because user authentication on the Internet is difficult, eMatchPhysicians does not confirm that registered users are who they claim to be. Because we are not involved in user-to-user transactions or control the behavior of the Web site’s visitors and registered users, in the event that you have a dispute with another visitor or registered users, you hereby release eMatchPhysicians from all claims, demands and damages (actual and consequential, direct and indirect) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. You acknowledge that there may be certain risks, including, but not limited to, the risk of physical harm and of dealing with strangers, underage persons or people acting under false pretenses, associated with pursuing relationships begun on the Internet. You assume all risks related to dealing with other visitors and registered users with whom you have had contact through the Web site.

You acknowledge and agree that you are solely responsible for the form, content and accuracy of any curriculum vitae, Profile or other information you post to the Web site. The Company neither warrants nor guarantees that any curriculum vitae, Profile or other information you post to the Web site will be viewed by any specific number of registered users, or that any curriculum vitae, Profile or other information you post to the Web site will be viewed by any registered user. eMatchPhysicians is not to be considered as an employer with respect to your use of the Web site, and we shall not be responsible for any employment decisions made by any registered user posting curriculum vitae, Profile or other information you post to the Web site.

eMatchPhysicians assumes no responsibility or liability for any Physicians selected by a Hiring Organization or Search Firm. Selection, retention or hiring of any individual or entity is based solely on your investigation, verification and determination that such selection, retention or hiring is suitable for your purposes.

Registration; Use of Secure Areas and Passwords

Some areas of the Web site require you to register with us. If you register for the Service, you agree to (i) provide accurate, current and complete information about yourself as prompted by our registration form (including your e-mail address); and (ii) to maintain and update your information (including your e-mail address) to keep it accurate, current and complete. You acknowledge that should any information provided by you be found to be untrue, inaccurate, not current or incomplete, we reserve the right to terminate this Agreement with you and your use of the Web site and Service.

As part of the registration process, you will be asked to select a username and password. We may refuse to allow you to use a username that impersonates someone else, may be illegal, may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your password and agree not to distribute, transfer or resell your use of or access to the Web site to any third party. If more than one individual wishes to use a single password belonging to a registered user, such registered user must request permission from eMatchPhysicians in writing. eMatchPhysicians shall be under no obligation to approve any such request. If you have reason to believe that your account with us is no longer secure, you must promptly change your password by updating your account information from the “Settings” link at the top of the Web site and immediately notify us in writing of the problem. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND SOLELY AND ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

Purchasing and Payment

Hiring Organizations and Search Firms that register a search for a Physician through our Service agree to the following terms and conditions of purchasing and paying for registered searches as follows: (i) payment for the first month of a search is due upon registration; (ii) thereafter, you will be billed on the same date each month the search is active or the next calendar date when considering a short month; (iii) additional searches added in the middle of your billing cycle are charged a daily rate of $16.67 based on the number of days remaining until your next billing date; (iv) additional searches added in the middle of a 6-month billing cycle are invoiced immediately at the new discounted search rate, for the remaining months in your current cycle; (v) you agree to pay all charges incurred by you or any users of your account at the prices in effect on our Pricing Schedule when such charges are incurred; and (vi) you are responsible for paying any applicable taxes relating to your purchases. We reserve the right, but not the obligation, to issue refunds at our sole discretion.

If you purchase a Service available through our Web site, you may be asked by us or a service provider to supply certain information, including, but not limited to, credit card or other personal information. If you submit such information to us, you understand that any such information will be treated by us in the manner described in our Privacy Policy. You represent that all information that you provide to us or any service provider will be accurate, complete and current. Moreover, you agree to review and to comply with the terms and conditions of any specific agreement, if any, that you enter into with the service provider in connection with the purchase of any Service.

Inactive Status

In addition to the termination rights that we have under this Agreement, we reserve the right to deactivate your account, with or without notice, if your account has been inactive for more than 180 days. The only exception to this rule is if your account is assigned to a fee-based Service for which you are a registered user in good standing. This means you must use your account regularly by logging in with your username and password in order to keep your registration active. If we deactivate your account, we reserve the right to reassign your username to another registered user.

Termination

We may cancel or suspend your account or Profile at any time, with or without cause, and with or without notice. We may terminate and/or suspend your account or Profile immediately, without notice, if (i) you violate this Agreement, the Privacy Policy, any applicable Rules and/or any applicable laws; (ii) your account has been deactivated for inactivity (see the “Inactive Status” section above); or (iii) you have failed to pay your subscription fees if you have subscribed for a fee-based Service. Your right to use your account will end once your account is cancelled or terminated, and any data you have stored on such account may be unavailable later. If you subscribed to a fee-based Service, you remain responsible for paying any amounts owed on your account at the time your fee-based Service and/or account is terminated or cancelled. If you are participating in any free promotional offer for accessing a fee-based Service, you must cancel such Service before the end of the free trial period to avoid incurring applicable charges.

Code of Conduct - Transmissions, Submissions and Postings

You represent and warrant to eMatchPhysicians that you own all of the rights in and for, or that you have a valid license to transmit, submit or post, any and all information that you transmit, submit or post to our Web site. If you transmit, submit or post information to our Web site, upon such transmission, submission or posting, you automatically grant eMatchPhysicians the worldwide, fully-paid, royalty-free, non-exclusive, sub-licensable right and license to use, copy, format, adapt, publish and/or incorporate any or all such information in any media whatsoever, and to allow the sharing of such information by you with registered users of your choosing.

eMatchPhysicians has a “Code of Conduct” for using the Web site and Service. You agree that you shall comply with the Code of Conduct by not transmitting, submitting or posting any of the following to our Web site:

• Information that is false, inaccurate, incomplete, untimely or misleading.
• Information that violates any law, statute, ordinance or regulation.
• Information that is trade libelous, unlawfully threatening, unlawfully harassing, defamatory, obscene, explicit or vulgar, or otherwise injurious to eMatchPhysicians or third parties or that infringes on eMatchPhysicians’ or any third party’s rights of publicity or privacy.
• Information that contains any viruses, worms, Trojan horses, trap doors, back doors, Easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
• Information containing or constituting chain letters, mass mailings, political campaigning, unsolicited or unauthorized advertising, or any form of “spam”.
• Commercial advertisements or solicitations without prior written permission from eMatchPhysicians.
• Information that infringes eMatchPhysicians’ or any third party’s copyright, patent, trademark, trade secret or other confidential and/or proprietary rights.
• Copyrighted and/or trademarked information without prior written permission from eMatchPhysicians.
• Any practice opportunity or requirements that are inaccurate or not available with a verifiable practice that is directly represented by your organization.
• Any practice opportunities that are not healthcare-related, or are outside a healthcare-related field or organization.

Code of Conduct - The Web Site and Service

To comply with the Code of Conduct, you also agree that you shall not:

• Remove any copyright, trademark, or other proprietary rights notices set forth on the Web site.
• Key code (by overuse of a skill set, term or definition within a curriculum vitae, Profile or otherwise) in an effort to gain priority placement of a Profile, copy other Profiles as your own or post the same Profile multiple times on the Web site.
• Place any contact information within a Profile that is different from or in addition to contact information provided when subscribing to the Service.
• Resell or make available to any person not expressly licensed by eMatchPhysicians, whether via phone, fax, e-mail, mail or any other medium, any Service or any information obtained from the Web site and/or the Service, including, without limitation, Profiles, curriculum vitaes or other information posted on the Web site or exchanged via our CV Posting System or Internal Messaging System.
• Share passwords, login information or named user identification or otherwise allow multiple offices or users to access the Service on a basis that is other than what was originally subscribed for by you. A named registered user is defined as one unique individual registered user with one unique password. An office is defined as a location where a named registered user routinely accesses or uses the Service under express license from eMatchPhysicians.
• Use any search engine, software, tool, agent or other device or mechanism, including, without limitation, browsers, spiders, robots, avatars or intelligent agents (other than those made available by eMatchPhysicians on the Web site or other generally available third party web browsers, e.g., Netscape Navigator or Microsoft Internet Explorer), to navigate or search the Web site.
• Allow Profiles or employment requirements to remain posted on the Web site for more than 48 hours after they are no longer viable or valid.
• Engage in spamming, flooding, soliciting or mass marketing via e-mail, direct mail, telephone, or otherwise to other visitors and registered users.
• Express or imply that any statements you make are endorsed by eMatchPhysicians and/or another registered user.
• Impersonate any person or entity, including, without limitation, an eMatchPhysicians employee or agent or another visitor or user of the Service.
• Respond to a Profile on behalf of anyone other than yourself.
• Delete or revise any Profile, curriculum vitae or other information posted on the Web site or exchanged via our CV Posting System or Internal Messaging System by any other person or entity.
• Restrict or inhibit any other visitor or user from using and enjoying the Web site and Service, including, without limitation, by means of “hacking” or defacing any portion of the Web site.
• Use the Web site for any unlawful commercial, research or information gathering purposes.
• Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Web site.
• “Frame” or “mirror” any part of the Web site.
• Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Web site or the Contents.
• Print out or otherwise copy or use any personal information of another registered user for purposes other than consideration of employment of the applicable Physician by the Hiring Organization or Search Firm.

Although eMatchPhysicians does not regularly review your transmissions, submissions or postings, eMatchPhysicians reserves the right (but not the obligation), at its sole discretion and at any time, to edit, refuse to post or remove your transmissions, submissions or postings. Pursuant to our Privacy Policy, eMatchPhysicians may review transmissions, submissions or postings made by you to determine, in its sole discretion, your compliance with this Agreement. You acknowledge that information, including personal information, which you transmit, submit or post to our Web site may be deleted or unavailable.

Intellectual Property Rights

The name “eMatchPhysicians”, www.eMatchPhysicians.com and other trade names, URLs and Web site domain names owned and/or operated by eMatchPhysicians, and eMatchPhysicians’ graphics, logos, page headers, button icons, scripts, and service names are copyrights, service marks, trademarks and/or trade dress of eMatchPhysicians (collectively, the “Proprietary Marks”). You may not use the Proprietary Marks without the prior express written permission of eMatchPhysicians, which permission may be withheld in eMatchPhysicians’ sole discretion. eMatchPhysicians makes no proprietary claim to any third party names, trademarks or service marks appearing on our Web site. Any third party names, trademarks, and service marks are property of their respective owners.

The Content, downloads, software and other data and information viewable on, contained in, or downloadable from our Web site and the Proprietary Marks and all other intellectual property, proprietary rights, or other rights related to tangible and intangible property which are used, developed, comprising, embodied in, or provided in connection with our Web site and Services (collectively, the “Intellectual Property”), including, without limitation, all text, graphics, charts, pictures, photographs, images, line art, icons, and renditions, are copyrighted or trademarked by, or otherwise licensed to, eMatchPhysicians or its Content suppliers. eMatchPhysicians also owns a copyright in a collective work in the selection, coordination, arrangement, presentation, display and enhancement of the Intellectual Property (the “Collective Work”). All software used for our Web site (the “Software”) is the property of eMatchPhysicians or its software vendors and is protected by U.S. and international copyright laws. Viewing, reading, printing, downloading or otherwise using the Intellectual Property and/or the Collective Work does not entitle you to any ownership or intellectual property rights in and/or to the Intellectual Property, the Collective Work or the Software.

You shall be solely responsible for any damage resulting from your infringement of eMatchPhysicians’ or any third party’s intellectual property rights regarding the Proprietary Marks, the Intellectual Property, the Collective Work, the Software and/or any other harm incurred by eMatchPhysicians or any third party as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using the same for purposes that are contrary to the terms and conditions of this Agreement or applicable law.

Your Use of the Intellectual Property and Collective Work

Without the prior written consent of eMatchPhysicians, you may only print, download or otherwise use the Intellectual Property and/or the Collective Work for your own non-commercial use consistent with the terms of this agreement and applicable law. You shall not delete any proprietary notices or materials with regard to the foregoing manifestations of the Intellectual Property and the Collective Work. You may not modify the Intellectual Property or the Collective Work or utilize them for any commercial purpose or any other public display, performance, sale, or rental, decompile, reverse engineer, or disassemble the Intellectual Property and the Collective Work, or transfer the Intellectual Property or the Collective Work to another person or entity.

Except as otherwise permitted under the copyright laws of the U.S., no other copying, distribution, redistribution, transmission, publication or use, other than your personal, non-commercial use of the Intellectual Property and the Collective Work as permitted by this Agreement, is permitted by you without the express prior written permission of eMatchPhysicians, which permission may be withheld in eMatchPhysicians’ sole discretion.

You agree to comply with all applicable U.S. and foreign rules, regulations, and laws relating to the importation and exportation of technical data associated with our Web site and Services.

Interference with the Web Site or Service

Our Web site contains robot exclusion headers. Much of the information on our Web site is updated on a real time basis and is proprietary or is licensed to eMatchPhysicians by our registered users or third parties. You agree that you will not use any robot, spider, scraper, deep link or other similar automated device, program, algorithm or methodology to access, acquire, copy or monitor our Web site or any portion of our Web site or for any other purpose, without eMatchPhysicians’ express written permission. Additionally, you agree that you will not (i) take any action that imposes, or may impose in eMatchPhysicians’ sole discretion an unreasonable or disproportionately large load on eMatchPhysicians’ infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or publicly display any Intellectual Property from our Web site without the prior written permission of eMatchPhysicians and the appropriate third party, as applicable; (iii) interfere or attempt to interfere with the proper working of our Web site or any Service; or (iv) bypass eMatchPhysicians’ robot exclusion headers or other measures eMatchPhysicians may use to prevent or restrict access to or use of our Web site or any Service. eMatchPhysicians reserves the right, without prior notice to you, to immediately disconnect your access to and use of our Web site or a Service if your equipment or software is causing interference with eMatchPhysicians, our Web site and/or Services.

Electronic Communications

By using our Web site or using a Service, you consent to receive communications from eMatchPhysicians electronically. Although eMatchPhysicians may choose to communicate with you by other means, eMatchPhysicians may also choose to solely communicate with you electronically by e-mail or by posting notices on our Web site. You agree that all agreements, notices, disclosures and other communications that eMatchPhysicians sends to you electronically satisfy any legal requirement that such communications be in writing.

Third Party Links, Products and Services

Our Web site, as well as the Internal Messaging System and e-mails sent pursuant to our Services, may contain links to thirty party Web sites or services. Such links do not constitute an endorsement by eMatchPhysicians of those Web sites, nor the products or services promoted on or sold via those Web sites. We are not responsible for the terms and conditions of use, privacy policy, practices or the content of such third parties or third party Web sites. We encourage our visitors and registered users to be aware of when they leave our Web site and to read the terms and conditions of use and privacy policy of each Web site to which we may link that may collect personal information. If you have a question about the terms and conditions, of use privacy policy, practices or contents of a third party or a third party Web site, please contact the applicable third party directly. You acknowledge and agree that eMatchPhysicians shall not be a party to, or in any way responsible for, any transaction concerning products or services made available from third parties or for any content or information presented in connection with any products or services of third parties.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, EMATCHPHYSICIANS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AS TO THE OPERATION OF EMATCHPHYSICIANS’ WEB SITE OR SERVICES OR WITH RESPECT TO THE CONTENT, INTELLECTUAL PROPERTY, COLLECTIVE WORK OR ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITE OR SERVICES. EMATCHPHYSICIANS’ WEB SITE, CONTENT AND SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS.

EMATCHPHYSICIANS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE USE OF THE WEB SITE OR SERVICES AS APPROPRIATE FOR USE, ACCESSIBLE OR LEGAL IN LOCATIONS OUTSIDE THE U.S.

EMATCHPHYSICIANS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, CORRECTNESS, COMPLETENESS, QUALITY OR MISDELIVERY OF THE CONTENT, INTELLECTUAL PROPERTY, COLLECTIVE WORK OR ANY OTHER MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITES OR SERVICES, NOR THE SAFETY, SECURITY, RELIABILITY, TITLE, TIMELINESS, MERCHANTABILITY, CONFORMITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF EMATCHPHYSICIANS’ WEB SITE OR SERVICES OR WITH RESPECT TO THE CONTENT, INTELLECTUAL PROPERTY, COLLECTIVE WORK OR ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITE OR SERVICES. EMATCHPHYSICIANS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT ANY POSITION POSTINGS ON THE WEB SITE ARE ACCURATE, CURRENT, CORRECT OR AVAILABLE WHEN POSTED OR THAT THE CREDENTIALS OF ANY REGISTERED USER POSTED ON THE WEB SITE ARE ACCURATE, CURRENT OR COMPLETE. IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS, COMPLETENESS, SAFETY, SECURITY, RELIABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF EMATCHPHYSICIANS’ WEB SITE, SERVICES, CONTENT, INTELLECTUAL PROPERTY AND ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITES OR SERVICES.

EMATCHPHYSICIANS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES THAT EMATCHPHYSICIANS’ WEB SITES, SERVICES OR CONTENT AND ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITE OR SERVICES ARE ACCURATE, FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. YOU EXPRESSLY AGREE THAT YOUR USE OF EMATCHPHYSICIANS’ WEB SITE, SERVICES, CONTENT, INTELLECTUAL PROPERTY, COLLECTIVE WORK OR ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITE OR SERVICES IS AT YOUR SOLE RISK.

Some state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.

Limitations of Liability

IN NO EVENT SHALL EMATCHPHYSICIANS BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOSS OF PROFIT, GOODWILL, REVENUE OR BUSINESS, PROCUREMENT COSTS, LOSS OF USE, OR ANY OTHER INTANGIBLE LOSS, EVEN IF EMATCHPHYSICIANS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, ARISING DIRECTLY OR INDIRECTLY OUT OF: (I) YOUR BREACH OR VIOLATION OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PRIVACY POLICY, ANY APPLICABLE RULES AND/OR ANY APPLICABLE LAWS; (II) YOUR USE OF EMATCHPHYSICIANS’ WEB SITE OR A SERVICE; (III) ANY PRODUCT OR SERVICE PURCHASED THROUGH THE WEB SITE OR FROM EMATCHPHYSICIANS; (IV) ANY THIRD PARTY’S USE OF EMATCHPHYSICIANS’ WEB SITE OR A SERVICE ON YOUR BEHALF; (V) YOUR INABILITY TO USE EMATCHPHYSICIANS’ WEB SITE OR A SERVICE FOR ANY REASON AND FOR ANY PERIOD OF TIME; (VI) YOUR DOWNLOADING OF ANY OF THE CONTENT, INTELLECTUAL PROPERTY, COLLECTIVE WORK OR ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITE OR ANY SERVICE; (VII) YOUR RELIANCE UPON OR USE OF EMATCHPHYSICIANS’ WEB SITE, SERVICES, CONTENT, INTELLECTUAL PROPERTY, COLLECTIVE WORK OR ANY OTHER INFORMATION, MATERIALS OR PRODUCTS AVAILABLE IN CONNECTION WITH EMATCHPHYSICIANS’ WEB SITE OR SERVICES; (VIII) THE BREACH OF EMATCHPHYSICIANS’ SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR PERSONAL INFORMATION. EMATCHPHYSICIANS’ LIABILITY IS LIMITED TO YOUR ACTUAL DIRECT DAMAGES NOT IN EXCESS OF THE AMOUNTS PAID, IF ANY, BY YOU TO EMATCHPHYSICIANS FOR USE OF THE SERVICES RELATING TO THE DIRECT DAMAGES.

Some state laws do not allow limitations on certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.

Your Indemnification of EMatchPhysicians

You shall defend, indemnify and hold harmless eMatchPhysicians and its officers, directors, shareholders, employees, independent contractors, agents and representatives from and against all claims and expenses, including, but not limited to, attorneys’ fees and costs, arising out of, or attributable to (i) any breach or violation of this Agreement, the Privacy Policy, any applicable Rules and/or applicable law by you; (ii) your failure to provide accurate, complete and current information via the Services, whether to eMatchPhysicians or to another registered user; (iii) your use and/or misuse of our Web site or a Service; (iv) your unauthorized use and/or disclosure of eMatchPhysicians’ confidential information and/or the confidential information of another registered user; (v) any discrimination or unlawful hiring practices by you.

Amendments to the Agreement, our Privacy Policy and Applicable Rules

At our sole discretion and at any time, we may amend this Agreement our Privacy Policy and/or any applicable Rules. You should review this Agreement, our Privacy Policy and/or any applicable Rules periodically to check for amendments. For your convenience, at the top of this Agreement, we post the last date this Agreement was updated. If this Agreement, our Privacy Policy and/or any applicable Rules are amended, the amended Agreement, Privacy Policy and/or any applicable Rules will take effect immediately for all visitors and registered users of our Web site and Services; provided, however, all personal information collected during the effectiveness of a prior Privacy Policy will remain subject to the terms and conditions of such prior Privacy Policy until we receive affirmative acceptance of the application of the amended Privacy Policy to such previously collected personal information. Your continued use of our Web site following such an amendment will evidence your acceptance of the amended Agreement, Privacy Policy and/or any applicable Rules.

Injunctive Relief

You acknowledge that eMatchPhysicians may be irreparably damaged if this Agreement, our Privacy Policy and/or any applicable Rules are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of this Agreement, our Privacy Policy and/or any applicable Rules by you, eMatchPhysicians shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of this Agreement, our Privacy Policy and/or any applicable Rules.

Governing Law, Jurisdiction and Venue

This Agreement, our Privacy Policy, any applicable Rules, the use of our Web site and Services and any transaction or relationship between you and eMatchPhysicians are governed by and shall be construed in accordance with the internal laws of the State of California, without regard for principles of conflicts of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The exclusive jurisdiction and venue for any legal proceeding arising out of or relating to this Agreement, our Privacy Policy, any applicable Rules, the use of our Web site and Services and/or any transaction or relationship between you and eMatchPhysicians are the state and/or federal courts in and/or for Orange County, California, respectively, and you and eMatchPhysicians hereby expressly waive the right to challenge such venue based upon forum non conveniens or otherwise. You also agree that service of any court paper may be affected upon you by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.

YOU AND EMATCHPHYSICIANS HEREBY (I) IRREVOCABLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR PRIVACY POLICY, ANY APPLICABLE RULES, THE USE OF OUR WEB SITE AND SERVICES AND/OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND EMATCHPHYSICIANS; (B) YOU CERTIFY THAT NEITHER EMATCHPHYSICIANS NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR EMATCHPHYSICIANS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT EMATCHPHYSICIANS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (C) YOU ACKNOWLEDGE THAT EMATCHPHYSICIANS HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, IN PART, AS A RESULT OF THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

Copyright Infringement Notice

Notifications (each, a “Notification”) of claimed copyright infringement appearing on our Web site should be sent in writing to eMatchPhysicians’ designated agent at:

eMatchPhysicians
Attention: Information
30025 Alicia Pkwy, Suite 156
Laguna Niguel, CA 92677
Fax Number: (949) 215-0982
eMail Address: designated.agent@ematchphysicians.com

Pursuant to Title 17, U.S. Code, Section 512(c)(2), to be effective, the Notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner (”Complaining Party”) of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single Notification, a representative list of such works;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit eMatchPhysicians to locate the material;
4. Information reasonably sufficient to permit eMatchPhysicians to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted;
5. A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the Notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of the written Notification containing the information as outlined in 1 through 6 above, and pursuant to Title 17, U.S. Code, Section 512(c)(2):

• eMatchPhysicians will remove or disable access to the material that is alleged to be infringing;
• eMatchPhysicians will forward the written Notification to the alleged infringer; and
• eMatchPhysicians will take reasonable steps to promptly notify the alleged infringer that eMatchPhysicians has removed or disabled access to the material.

Counter Notification:

Pursuant to Title 17, U.S. Code, Section 512(c)(2), a party may counter a Notification by providing a written communication (each, a “Counter Notification”) to eMatchPhysicians’ designated agent that includes substantially the following:

• A physical or electronic signature of the party;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that the party has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
• The party’s name, address, and telephone number, and a statement that the party consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the party’s address is outside of the U.S., for any judicial district in which eMatchPhysicians may be found, and that the party will accept service of process from the person who provided the Counter Notification or an agent of such person

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, and pursuant to Title 17, U.S. Code, Section 512(c)(2):

1. eMatchPhysicians will promptly provide the Complaining Party with a copy of the Counter Notification;
2. eMatchPhysicians will inform the Complaining Party that eMatchPhysicians will replace the removed material or cease disabling access to the removed material within ten (10) business days;
3. eMatchPhysicians will replace the removed material or cease disabling access to the removed material within fourteen (14) business days following receipt of the Counter Notification, provided eMatchPhysicians’ designated agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain the party providing the Counter Notification from engaging in infringing activity relating to the removed material on eMatchPhysicians’ network or system.

General information

If any court of competent jurisdiction deems any portion of this Agreement, our Privacy Policy or any applicable Rules unlawful, void or unenforceable, the applicable Agreement, Privacy Policy or Rules as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of the applicable Agreement, Privacy Policy or Rules that is unlawful, void or unenforceable shall be stricken. The headings contained in this Agreement, our Privacy Policy or any applicable Rules are for convenience of reference only, are not to be considered a part of this Agreement, our Privacy Policy or any applicable Rules, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement, our Privacy Policy or any applicable Rules. This Agreement is not assignable, transferable or sub-licensable by you, except with the prior written consent of eMatchPhysicians.

No waiver of any portion of this Agreement, our Privacy Policy or any applicable Rules shall be effective unless it is in writing and signed by an authorized representative of eMatchPhysicians. The failure of eMatchPhysicians to require performance of any obligation of this Agreement, our Privacy Policy or any applicable Rules shall not affect eMatchPhysicians’ right to enforce any provision of this Agreement, our Privacy Policy or any applicable Rules at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.

All covenants, agreements, disclaimers, limitations, representations and warranties made in this Agreement, our Privacy Policy or any applicable Rules, as may be amended by eMatchPhysicians from time to time, shall survive your acceptance of this Agreement, our Privacy Policy or any applicable Rules, the termination of your use of our Web site, and the termination of your use of our Services.

If you have questions, comments, concerns or feedback regarding this Agreement, our Privacy Policy or any applicable Rules or our Web site or any of our Service, please contact us at info@ematchphysicians.com or:
eMatchPhysicians
Attention: Information
30025 Alicia Pkwy, Suite 156
Laguna Niguel, CA 92677
Fax Number: (949) 215-0982

This Agreement, our Privacy Policy and any applicable Rules made available to you by eMatchPhysicians, each as amended from time to time, represent the entire understanding and agreement between you and eMatchPhysicians regarding the subject matter of the same, and supersede all other previous agreements, understandings and/or representations regarding the same.

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