CLIENTS WITH ACCESS TO MEDTIES (AND PORTFOLIO, IF APPLICABLE)

TERMS AND CONDITIONS

(Rev. 5/1/2012)

The following terms and conditions ("Terms and Conditions") apply to the use of the www.practicematch.com internet website and all of its associated web pages (the "Site"), the MEDTIES® database, and the PORTFOLIO^TM system (formerly known as "PracticeTrack®"), or any component thereof (collectively referred to as "Databases") as more fully described below. You, as a licensee ("you"), have signed a License Agreement with PracticeMatch, Inc. ("we" or "us") that permits you to use the Site and the Database ("License Agreement"). Any reference to the License Agreement herein shall also include these Terms and Conditions. The License Agreement incorporates by reference these Terms and Conditions. Capitalized terms used in these Terms and Conditions and not otherwise defined below shall have the meaning assigned to them in your License Agreement.

1. THE DATABASE. The Database contains historical records pertaining to U.S. physicians and medical students (the "Data"). Your access to the Database shall be solely (a) through the Site, or (b) by delivery of the Data to you electronically. The Site and the Database may only be accessed by you and your Authorized Users (as hereafter defined). Logon information will be assigned to you when we receive the License Fee. Upon submitting a search request containing specialty, geographic and other criteria within our parameters, we will provide you with a prompt responsive shipment of Data records from the Database meeting such criteria. We will deliver the Data to you in our standard format. The PORTFOLIO^TM system (formerly known as "PracticeTrack®") allows you to manipulate the data from the MEDTIES® database. The data contained in the Databases is collectively referred to herein as the "Data".
2. YOUR RESPONSIBILITIES. You are solely responsible for providing, maintaining and ensuring that all computer hardware and software is compatible with the physical requirements for the use of the Site and Database. You are solely responsible for the use and results obtained from the Database and from any equipment or services used with the Database. You understand that the Data contained in the Database is collected on a self reported method from the physician candidates without further verification. We are not responsible for any errors in or omissions in the Database or its content. You shall confirm and verify all physician information you obtain from the Database with the candidate.
3. AUTHORIZED USERS. Only authorized facilities in your License Agreement and your employees, consultants, and independent contractors ("Authorized Users") may use the Database. You shall promptly advise each Authorized User of all terms, conditions, duties and obligations under the License Agreement, and you shall take all steps necessary to ensure that your Authorized Users comply with the terms of the License Agreement and that only Authorized Users have access to the Database. You are responsible for any unauthorized use of the Database by Authorized Users and/or anyone under your control or employ who is not an Authorized User.
4. SCOPE OF USAGE. You and your Authorized Users may access the Database and use the Database and Data only for internal purposes to recruit physicians that are directly related to the services that you provide in the normal and ordinary course of your business and which do not conflict with the "Policies Governing the Approved Use of the AMA Physician Professional Data", which are summarized in Section 23 of these Terms and Conditions below. We maintain your candidate information at our service center and allow you to view it, manipulate and edit it, store information about candidates and produce reports on candidates. You will make every reasonable effort in your agreements with your facilities and your customers to prevent any person, subsidiary, company or other entity not permitted under the License Agreement or otherwise approved in writing by us in advance, from gaining access to, receiving copies of, or in any way obtaining possession of the Database or the Data contained therein.
   1. ONE TIME USE OF DATA. You agree that the Data will only be used by you one time and that after such single Usage, or upon termination of the License Agreement, whichever first occurs, you will remove the Data from all of your computer systems, and all other copies of the Data in your possession in any form, electronic or printed or any other form, will be destroyed. For purposes of the License Agreement, a "Use" or "Usage" of the Data shall occur when you have, with respect to each individual in the Data, downloaded, exported, viewed or otherwise obtained the Data for the allowed purposes of either (a) directly mailing materials to the individuals in the Data, including but not limited to electronic mailing, (b) used the telephone to contact the individuals in the Data (a message being left which accomplishes the purpose of a call so that a follow-up contact is not required constituting a "Use" for purposes herein), or (c) contacted the individuals in the Data through sales force deployment (i.e. physician targeting) by any means other than a telephone, or direct mail, including but not limited to electronic messaging. You understand and acknowledge that candidate profiles of the Data are charged once per view per calendar month per person per Database.
   2. PRACTICING PHYSICIANS. You and your Authorized Users may contact physicians by telephone and direct mail, including but not limited to electronic mail, by preparing mailing labels, telemarketing lists, and printing physician profiles. You and your Authorized Users agree to maintain the confidentiality of practicing physicians and not to use any of the information obtained from the Database in any unlawful manner, in any manner that is not specifically authorized by the License Agreement, nor in competition with us or to our detriment. You further agree not to contact the employer of any candidate without the candidate's written permission.
   3. YOUR REPRESENTATIONS REGARDING USAGE. You represent and warrant to us that you and each Authorized User will comply with all terms and conditions of the License Agreement; you will promptly advise each Authorized User of all terms, conditions, duties and obligations under the License Agreement; and you will take all steps necessary to ensure that each Authorized User will comply with the terms of the License Agreement and that only Authorized Users have access to the Database. You agree to be responsible for the actions of each Authorized User.
   4. PROHIBITIONS ON USE. You, your Authorized Users and those under your control or employ may not remove or obscure any copyright notices from the information retrieved from the Site. Neither you nor any Authorized User may misuse the records you obtain from the Database and may only use each Data record one time per Usage. You may not use data capturing methods or interfaces, including, but not limited to, "data mining," "screen scraping," "page parsing," "HTML parsing," etc., that are not specifically authorized by us. You may only use a standard web browser in a manner consistent with proper and intended utilization of Database and the Site. We assume no liability for any such unauthorized use.
5. AMA/DATA BASE LICENSEE. Certain portions of the Database are proprietary to the American Medical Association (the "AMA") and consist of the AMA's Census of Physicians Practice Arrangements (the "AMA-PPD"). The AMA-PPD is licensed to AMA-PPD is licensed to a Data Base Licensee ("DBL") by the AMA, and is used by us under a sublicense from DBL. Your use of AMA-PPD is also governed by the terms and conditions of the Summary of AMA Policies set forth in Section 23 below. Your rights to the Database are contingent upon the continuation of that license agreement and the sublicense agreement between us and DBL. The continuing availability of the Database is dependent upon said agreement remaining in place, and changes in the terms and conditions of such agreement may result in modifications to the terms and conditions under which you may continue to use the Database. The AMA, DBL and PracticeMatch, Inc. or PracticeMatch Service, LLC, as applicable, are third-party beneficiaries of the License Agreement and may enforce your compliance with the terms of the License Agreement.
6. FEES. For purposes of calculating Usage Fees as they relate to any royalties that may be due and payable to the AMA as a result of your use of the Database, Usages represent volume charges for records that are ordered, downloaded, exported, or printed from reports. Downloads, exports, and report-prints are charged 1 Usage per record. A Profile is charged 3 Usages per Profile. For example, if you do a search for cardiologists in the Midwest and the Database returns 3,180 Data records, you will be charged for 3,180 Usages when you download, export, or print a report of the Data (1 Usage per record). If you view 100 Profiles, then you will be charged 300 Usages (since each Profile generates a 3 Usage charge). The Usage Fees are deemed to be fully earned when the Data is requested and generated, and it is not refundable. You are solely responsible for any sales, use excise or other taxes, duties, or levies of any governmental entity (exclusive of taxes on our net income), if any, relating to the services provided under the License Agreement.
7. QUALITY DATA PROGRAM. You can participate in our Quality Data Program ("QDP"), under which you will be entitled to receive a credit if less than 97% of any mailing fails to reach the intended recipient due to incorrect information in the Database. In order to participate in the QDP program, you must provide us with any returned mailings, and you must use any available "Best" address options to be eligible for credits. We will give you a credit for returns, except that no credit will be given for the first 3% of mailings that are returned. All returns need to be sent to your Client Services Representative.
8. EXPIRATION OR TERMINATION. The License Agreement must be in full force and effect in order for you to access and use the Database and the Data. Upon the expiration or earlier termination of the License Agreement for any reason, you and your Authorized Users shall immediately cease: (a) accessing the Site and using the Database including exporting or printing the Data, and (b) using the Data. Further, upon the expiration or earlier termination of the License Agreement you shall destroy all copies of the Data, in any form, electronic or printed and you must return any other materials provided to you in connection with the License Agreement to us within ten (10) days after the date of expiration or termination without notice or request from us. Alternatively, we, at our sole option, may accept your written certification that all such items have been destroyed and that you retain none of such materials or copies thereof. Upon expiration or termination of the License Agreement, you are not entitled to any refunds for Usages, which you do not use unless, on expiration, you renew the Agreement. Your obligations under the License Agreement shall survive and remain binding upon you and each Authorized User after the termination or expiration of the License Agreement.
9. ASSISTANCE AND TRAINING. If you request, to help you optimize the usefulness of the Database, we will provide you with technical training at our offices in St. Louis, Missouri, at reasonable times and on reasonable notice. However, any travel and hotel expenses incurred in attending the technical training be your sole responsibility. We will give you telephone training and assistance via a toll-free number and certain printed instructional information to assist you in using the Database and using the information from the Site.
10. TRADEMARK AND COPYRIGHT. All right, title and interest (including but not limited to all copyrights, trademarks and other intellectual property rights) in the Site and Database belongs to us, except for that which is the property of the AMA. Except as expressly provided in the License Agreement, we are not conferring any license or right, by implication, or otherwise, under copyright, trademark or other intellectual property rights. The trademark MEDTIES® is our exclusive property. The Database, as well as any documentation pertaining to or generated by the Database, are proprietary to us and protected by federal copyright laws. Your use of such materials is subject to those proprietary rights.
11. CONFIDENTIAL INFORMATION. You agree that the Data, the Database, as well as any documentation pertaining to or generated by the Database contain proprietary information, including trade secrets, know-how and confidential information that is the exclusive property of us and/or the AMA. During the term of the License Agreement and after its expiration or termination, you and each Authorized User shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such information except as authorized by the License Agreement. You shall not disclose any such proprietary information concerning the Data or the Database without our prior written consent.
12. DEFAULT BY YOU. If you fail to comply with any term of the License Agreement, make or have made any misrepresentations in connection with the License Agreement, or fail to pay any amount due, we may immediately cancel or suspend your access to the Database and the Site, and pursue any other remedies available to us, including but not limited to, injunctive relief, and the right to all amounts paid and due to us under the License Agreement. You acknowledge that any misuse of the Database would result in significant damage to us and to the integrity of our Site and the Database which have been acquired, developed and maintained at significant expense and effort to us.
13. INDEPENDENT CONTRACTOR. The relationship between you and us is solely that of independent contractors and does not designate either you or us as the agent, legal representative, partner or joint ventures of the other for any purpose whatsoever.
14. DISCLAIMER OF WARRANTIES. You are solely responsible for the use and results obtained from the Database and from any equipment or services used with the Database. WE MAKE NO AND SPECIFICALLY DISCLAIM WARRANTIES OR REPRESENTATIONS OF ANY AND EVERY TYPE CONCERNING THE DATABASE OR THE SITE, THEIR CONSTITUENT PARTS OR ANY OTHER PRODUCTS OR SERVICES OFFERED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
15. LIMITATION OF LIABILITIES. WE ARE NOT LIABLE FOR ANY DAMAGES, REGARDLESS OF THE FORM OF ACTION, IN EXCESS OF THE LICENSE FEE PAID BY YOU DURING THE TERM OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR LOST PROFITS ARISING OUT OF LICENSEE'S USE OR INABILITY TO USE THE DATABASE OR THE SITE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND LOST PROFITS OR SAVING) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE DATABASE OR THE SITE, INCLUDING ITS CONTENT. We are not responsible for interruption of access to the Database or Site, but will use commercially reasonable efforts to restore access to the Database as promptly as reasonably possible. Notwithstanding the foregoing, if your service has been interrupted for more than three (3) consecutive business days due to our nonperformance, then the amount of such interruption (measured in calendar days) in excess of such three days shall be added to the end of the last term year of the License Agreement, extending the term of the License Agreement by the amount of such excess.
16. ASSIGNMENT. You may not assign or sublicense the License Agreement or any of your rights or obligations hereunder, in whole or in part, by operation of law or change in control of you or otherwise, unless you obtain our prior written consent, which consent will not be unreasonably withheld. We are free to assign all of our rights and obligations under the License Agreement, and upon such assignment we will be relieved of all liability under the License Agreement, and all rights and obligations shall accrue to the successor or assignee. The License Agreement is binding upon and inures to the benefit of our successors and assigns and your permitted successors and assigns.
17. ACCESS TO BOOKS AND RECORDS. During the term of the License Agreement and for a period of four (4) years after the expiration or termination of the License Agreement, we, upon request, shall make available to the Comptroller General of the United States, the Department of Health and Human Services, and their duly authorized representatives, the License Agreement and all of our books, documents and records necessary to verify the nature and extent of the cost of the services we provided pursuant to the terms of the License Agreement. In addition, if we carry out our duties under the License Agreement through a subcontract worth $10,000 or more over a twelve (12) month period with a related organization, such subcontract shall also contain a clause permitting the Comptroller General of the United States, the Department of Health and Human Services, and their duly authorized representatives, access to that subcontract and to books, documents and records of the related organization necessary to verify the nature and extent of the cost of the services provided by that related organization pursuant to the subcontract.
18. FORCE MAJEURE. If we are unable to perform any of our obligations under the License Agreement (including without limitation loss of or failure to provide the Database) due to any event beyond our reasonable control, including without limitation acts of God; acts of terrorism, war or the public enemy; flood; earthquake; tornado; storm; fire; civil disobedience; insurrections; riots; labor disputes; labor or material shortages; sabotage; restraint by court order or public authority (whether valid or invalid); acts or omissions of any government or agency thereof; power or telephone failures; or breakdown or malfunction of machines, transportation facilities or other equipment of any nature, then our performance shall be excused for the period of such event, but we will use our best efforts to limit the duration of any such delay.
19. GOVERNING LAW, JURISDICTION AND VENUE. The License Agreement is entered into in, and shall be governed by and construed under, the laws of the State of Missouri without regard to its conflicts of law provision. You consent to the nonexclusive jurisdiction and venue of any action brought hereunder in the Courts in the State of Missouri or the United States District Court for the Eastern District of Missouri, and waive any objection to jurisdiction or venue in such courts.
20. INDEMNIFICATION. Each party agrees to defend, indemnify and hold the other party harmless from and against any and all damages, claims, actions, causes of action, demands, liabilities and expenses of any nature whatsoever, including consequential, special or punitive damages and reasonable attorneys' fees, court costs, and expenses resulting from the other party's, or its Authorized User's, as applicable: (i) improper or illegal use of any or all of the Data, the Database or the Site, (ii) breach of the License Agreement, or (iii) failure to comply with all applicable laws.
21. ATTORNEY'S FEES. If any legal action is instituted to enforce the terms of the License Agreement, the non-prevailing party shall reimburse the prevailing party for its reasonable fees of attorneys, accountants, and other professionals, and the costs and expenses in addition to any other relief to which the prevailing party may be entitled, whether or not a court action is instituted.
22. MISCELLANEOUS. Titles and paragraph headings are for reference purposes only. The License Agreement (including the AMA Policies summarized in Section 23 of these Terms and Conditions) contain the entire agreement of both parties, and supersedes any and all previous oral and written communications and agreements with respect to the subject matter hereof. Except for the Terms and Conditions and the AMA Policies summarized in Section 23 of these Terms and Conditions, both of which may be changed or modified by us or the AMA from time to time, the other portions of the License Agreement may not be modified or amended without the written consent of both parties. We will post any such changes or modifications on the Site or otherwise notify you, and you agree to comply with all such changes. Any of our remedies are cumulative and not exclusive. No waiver of any breach of any provision of the License Agreement is a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof and no waiver shall be effective unless made in writing. If any provision of the License Agreement is found to be invalid or otherwise unenforceable, the validity of any remaining portion shall not be affected and the remaining portions shall remain in full force and effect, as if invalid portions were deleted from the License Agreement. The person signing the License Agreement represents that he or she is authorized to sign it and bind the party on whose behalf it is signed.
23. SUMMARY OF AMA POLICIES. The conditions imposed upon the use of the AMA-PPD will be imposed without favor or exception. Accordingly, the AMA will make the AMA-PPD available through AMA licensed Database Licenses subject to the following AMA Policies:
    1. The AMA-PPD will be made available only for communications, which are germane to the practice of medicine, its scientific or socioeconomic aspects, or of interest to the physician or medical student as a consumer.
    2. The AMA-PPD will not be made available for use in connection with the dissemination of distasteful materials.
    3. The AMA-PPD will not be made available for use in connection with publicity or advertising, which might imply, through copy or layout, AMA endorsement of an organization, its products or services.
    4. The AMA-PPD will not be made available for any communication, which would tend to mislead, misinform or deceive.
    5. The AMA-PPD will not be made available for any communication involving the promotion of the use or sale of any tobacco product. The AMA-PPD will not be made available for any communication involving the promotion of the sale of beer, wine and other spirits. In addition, the AMA-PPD will not be made available for any communication involving the incidental advertising of the use or sale of any tobacco product. Notwithstanding the foregoing, the AMA-PPD may be made available for communications involving the incidental advertising of the sale of beer, wine and other spirits and communications containing editorial copy, which refers to the use of tobacco, beer, wine and other spirits.
    6. The AMA-PPD will not be made available for any communication on a drug product, catalogue of drug products or medical equipment and devices, involving a premium offer. The AMA-PPD may be made available for communications on drug products, catalogues of drug products, or medical equipment and devices, involving trade discounts, when such discounts are applied to drug products, medical equipment, or medical devices.
    7. In all uses of physicians' names, the user must list the physician with the name followed by "M.D." title, or "D.O." title, according to the professional degree recorded in the AMA file. The physician's name is not to be rearranged to a mailing name of "Doctor" or "Dr.", etc. (except in an actual letter salutation and letter paragraphs).
    8. The practice of classifying a physician included in AMA-PPD along ethnic and/or religious lines on the basis of surname is prohibited, unless such classification is specifically germane to the practice of medicine.
    The foregoing Terms and Conditions and the AMA Policies as summarized above, may be modified from time to time. Any modifications will be posted on this Site and shall become effective at the time they are posted.
24. RESIDENT PHYSICIAN ADDENDUM
    1. Sublicensee represents and covenants that Sublicensee shall not release resident physicians' telephone work numbers to physician recruiting firms for job recruitment. For purposes of this Addendum, "Resident Physician" shall mean an individual at any level in a graduate medical education program, including subspecialty programs.
    2. Sublicensee represents and covenants that Sublicensee shall not release the AMA-PPD to be used in conjunction with secondary data sources and used to contact Resident Physicians at their workplace for job recruitment purposes.
    3. Upon any noncompliance with any section herein, the AMA shall have the right to exercise, in its sole discretion, all remedies set forth in the License Agreement, including termination.
    4. All other terms and conditions of the License Agreement not altered by the foregoing are unaffected by this Addendum and shall remain in full force and effect.