TERMS AND CONDITIONS

(rev. 01/24/2018)

These terms and conditions ("Terms and Conditions ") apply to the use of www.practicematch.com and all of its associated web pages (the "Site"), the PinpointTM, Pinpoint LiteTM, MedTies®, Advanced Practitioner, and APMatchTM (Nurse Practitioners and Physician Assistants) databases, and the Physician Career Center or any component thereof (each, a "Database", and collectively referred to as "Databases") and the PortfolioTM system (the "Software"). The data contained in the Databases is collectively referred to herein as the "Data". The Site, the Databases and the Software are collectively and individually referred to herein as the "Services"".

You, as a licensee ("you"), have signed a License Agreement with PracticeMatch Corporation ("we" or "Company") that permits you to access and use the Site, the Databases and the Software ("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. For avoidance of doubt, the "AMA POLICIES" set forth at the end of these Terms and Conditions shall prevail over any conflicting provision applicable to this License Agreement.

  1. USE. Only your employees who have a need to use the Services ("Authorized Users") may use the Services pursuant to the GRANT OF LICENSE set forth in the License Agreement.
  2. PROHIBITIONS ON USE. You may not: (a) reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the Databases; (b) copy, reproduce, modify, sell, lease, sublicense, market or commercially exploit in any way the Databases other than as expressly agreed to in these Terms and Conditions; (c) use, or permit the use of the Databases to perform information processing or any purpose other than as permitted hereby; or (d) disclose or grant access to a third party, without our written approval. If for any reason you cease to be a client of ours, whether by expiration or termination of the License Agreement for any reason, or otherwise, you and your Authorized Users shall immediately cease accessing the Site, using the Databases, or using the Data in any manner, including but not limited to exporting, printing, copying, or reproducing the Data in any way. Further, all copies of the Data, in any form, electronic or printed in your possession must be immediately destroyed or returned to us without notice or request from us. You agree that all contact with candidates emanating from the Databases or the information contained therein shall be appropriately targeted to specific groups. 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 Databases and the Site. We assume no liability for any such unauthorized use. You, your Authorized Users and those under your control or employ may not sell, share or otherwise provide the information from the Databases to anyone, including, but not limited to physician recruiting firms, physician telemarketing firms, or health care facilities that are not specifically authorized by the License Agreement. 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.
  3. AUTHORIZED USERS. 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 Databases. You are solely responsible for any use of the Databases (whether lawful or unlawful) by Authorized Users and/or anyone under your control or employ who is not an Authorized User, including, but not limited to, all damages, losses and liabilities caused by each Authorized User. Any breach by an Authorized User will be deemed to be a breach by you. You are solely responsible for the security and confidentiality of the account information, including user names and passwords, and will ensure that no third party uses the account.
  4. OWNERSHIP OF CLIENT DATA. We will maintain your candidate information ("Client Data") on the Site and allow you to view it, manipulate and edit it, store information about candidates and produce reports on candidates. All Client Data (other than the Data), including data transmitted by you to us for processing within our Databases and your systems used by you to access the Databases is confidential and is your property. Notwithstanding the foregoing, you hereby authorize us to use and reproduce the Client Data solely to the extent necessary to provide the support services and fulfill our obligations to you and to include the Client Data in anonymous aggregate analysis with our Databases.
  5. YOUR REPRESENTATIONS. You represent and warrant to us that: (i) you and your Authorized Users will comply with all terms and conditions of this Agreement; (ii) you will promptly advise each Authorized User of all terms, conditions, duties and obligations under this License Agreement; (iii) you will take all steps necessary to ensure that your Authorized Users will comply with the terms of this License Agreement and that only Authorized Users have access to information provided; (iv) neither you, nor any of your owners, officers, agents, directors, or employees is directly, or indirectly, engaged in physician search services other than for internal purposes to recruit physicians for practice opportunities directly with you at your facilities ; and (v) you shall not discriminate on the basis of race, color, religions, sex, age, national origin, marital status, disability or other protected characteristics. You further represent and warrant that you and your Authorized Users shall: (i) respect the confidentiality of all candidates, (ii) not use any of the Data in a manner that is not specifically authorized by this License Agreement, and (iii) not contact the employer of any candidate without the candidate's prior written consent.
  6. EXPIRATION OR TERMINATION. Upon expiration or termination of the License Agreement, you shall not be entitled to a refund for Usages that have been paid for but not used, except as explicitly set forth in the License 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.
  7. ASSISTANCE AND TRAINING. We provide telephone training and assistance to help you in using the Services. Upon your request, we will provide you with technical training at our offices in St. Louis, Missouri, without charge, at reasonable times and on reasonable notice; provided that any travel and hotel expenses incurred in attending such training will be your sole responsibility, except as explicitly set forth in the License Agreement.
  8. TRADEMARK. All right, title and interest (including but not limited to all copyrights, trademarks and other intellectual property rights) in the Services and the Data 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 trademarks PINPOINTTM, PINPOINT LITETM, PORTFOLIOTM and MEDTIES® are our exclusive property. The Databases, as well as any documentation pertaining to or generated by the Databases, are proprietary to us and protected by federal copyright laws. Your use of such materials is subject to those proprietary rights. TRADEMARK. All right, title and interest (including but not limited to all copyrights, trademarks and other intellectual property rights) in the Services and the Data 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 trademarks PINPOINTTM, PINPOINT LITETM,PORTFOLIOTM and MEDTIES® are our exclusive property. The Databases, as well as any documentation pertaining to or generated by the Databases, are proprietary to us and protected by federal copyright laws. Your use of such materials is subject to those proprietary rights.
  9. CONFIDENTIAL INFORMATION. You agree that the Data, the Databases, as well as any documentation pertaining to or generated by the Databases 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 Databases without our prior written consent.

  10. SITE RULES. You agree not to access (or attempt to access) the Site by any means other than through the interface that is provided by us, unless you have been specifically allowed to do so in a separate, written agreement with Company. You agree that you will not engage in any activity that interferes with or disrupts the Site (or the servers and networks which are connected to the Site). Unless you have been specifically permitted to do so in a separate, written agreement with Company, you agree that you will not crawl, scrape, reproduce, duplicate, copy, sell, trade or resell the Site for any purpose. You agree that you are solely responsible for (and that Company has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement and for any consequences (including any loss or damage which we may suffer) of any such breach.

    You agree that you shall not transmit or upload to or through the Site (whether as User Content or otherwise) any Harmful Code, or use or misappropriate the Site for your own commercial gain. "Harmful Code" shall mean any software (sometimes referred to as "viruses," "worms," "Trojan horses," "time bombs," "time locks," "drop dead devices," "traps," "access codes," "cancelbots" or "trap door devices") that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person's information without such other person's knowledge and permission.

    Without limiting the foregoing and by way of example only, users may not:

    1. Generate or facilitate unsolicited commercial email ("spam"). Such activity includes, but is not limited to:
      1. sending messages in violation of the CAN-SPAM Act under U.S. law or any other applicable anti-spam law;
      2. imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
      3. data mining any Company property;
      4. sending messages to users who have asked not to be contacted;
      5. selling, exchanging or distributing to a third party the contact information of any person without such person's knowledge of, and continued consent to, such disclosure; and
      6. using the Data in violation of Company policy, as determined by Company.
    2. Send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content, or offer to do the same.
    3. Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other Harmful Code or items of a destructive or deceptive nature.
    4. Conduct or forward pyramid schemes or similar programs.
    5. Transmit content that may be harmful to minors.
    6. Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email.
    7. Transmit another's intellectual property or other proprietary or confidential information without such owner's or licensor's permission.
    8. Violate the legal rights (such as rights of privacy and publicity) of others.
    9. Promote or encourage illegal activity.
    10. Interfere with other users' enjoyment of the Site.
    11. Create multiple user accounts in connection with any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretenses.
    12. Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose, or transfer, any account.
    13. Modify, adapt, translate, or reverse engineer any portion of the Site.
    14. Remove any copyright, trademark or other proprietary rights notices contained in or on the Site.
    15. Reformat or frame any portion of the web pages that are part of the Site without Company's explicit written permission.
    16. Bypass any limitations or suspensions of functionality.
    17. Provide false information.
    18. Scrape any Database.
    19. Scrape or otherwise replicate any Company content for competitive purposes.
  11. DEFAULT. If you fail to comply with any term of this Agreement, we may immediately cancel or suspend the Services, and pursue any other remedies available to us, including but not limited to, injunctive relief. If you or any of your employees or agents misuse the Data, you acknowledge that any misuse of the Data would result in significant damage to us and to the integrity of the Databases, which have been acquired, developed and maintained at significant expense and effort to us. You acknowledge that such damages would be difficult, if not impossible to adequately determine. Therefore, if you or your employees or agents use the Data in violation of this Agreement, you acknowledge that such a breach would cause irreparable harm to us for which we could not be adequately compensated by money damages. Accordingly, you agree that, in addition to all other remedies available to us in an action at law, in the event of any misuse or threatened misuse by you of the Data, we shall, without the necessity of proving actual damages or posting any bond or other security, be entitled to temporary and permanent injunctive relief, including, but not limited to, specific performance of the terms of this Agreement. Any of our remedies shall be cumulative and not exclusive.
  12. 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.
  13. DISCLAIMER OF WARRANTIES. WE EXPRESSLY DISCLAIM WARRANTIES OR REPRESENTATIONS OF ANY AND EVERY TYPE CONCERNING THE SERVICES, THE DATA, THEIR CONSTITUENT PARTS OR ANY OTHER PRODUCTS OR SERVICES OFFERED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. All burdens, including any burden for determining accuracy, completeness, timeliness, merchantability and fitness for or the appropriateness for use rests solely on you. There is no warranty to update any of the information provided hereunder. You understand that the information we provide is collected from sources believed to be reliable, and that, although we believe the Data to be accurate, we are not responsible for any errors in or omissions in the content of the Data. You are responsible for confirming all Data you obtain from the Services with the candidate.
  14. 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 YOUR USE OR INABILITY TO USE THE SERVICES OR THE DATA (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES), EVEN AS A RESULT OF OUR NEGLIGENCE. We are not responsible for interruption of access to the Services, but will use commercially reasonable efforts to restore access promptly. 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 Term of the License Agreement.
  15. 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. 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.
  16. 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 Services) 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 commercial efforts to limit the duration of any such delay.
  17. GOVERNING LAW, JURISDICTION AND VENUE. Any claim, cause of action, or dispute you have with us arising out of or relating to this Agreement shall be brought exclusively in the Courts in the State of Missouri or the United States District Court for the Eastern District of Missouri, without regard to conflict of law provisions. You hereby waive any objection to jurisdiction or venue in such courts. You agree to submit to the personal jurisdiction of the courts located in St. Louis County, Missouri for the purpose of litigating all such claims. EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY RISING OUT OF, OR RELATED TO, THIS AGREEMENT. The parties further agree that the pricing and terms of this Agreement were made in reliance upon agreement to this paragraph.
  18. INDEMNIFICATION. You agree to indemnify and hold Company and its officers, directors, parent(s), employees, agents, licensees, assigns, subsidiaries, affiliates, co-branders or other partners harmless from any claim, cause of action, suit, or demand, including reasonable attorney's fees, based on your breach of the License Agreement.
  19. 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.
  20. MISCELLANEOUS.Titles and paragraph headings are for reference purposes only. The License Agreement, the Terms and Conditions, and the AMA Policies 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, 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.

AMA POLICIES

  1. ACCESS TO THE DATABASE. Your access to the Database shall be solely through the Site. The Site and the Database may only be accessed by you and your Authorized Users.
  2. SCOPE OF USAGE. You and your Authorized Users may access and use the Database only for purposes set forth in the License Agreement and which do not conflict with the "Policies Governing the Approved Use of the AMA Physician Professional Data" ("AMA Policies"), which are summarized below. You and your Authorized Users may contact physicians through methods that include, but are not limited to, by telephone and direct mail, electronic mail, by preparing mailing labels, telemarketing lists, and printing physician profiles.
  3. AMA/DATA BASE LICENSEE. Certain portions of the Database are proprietary to the AMA and consist of the AMA's Census of Physicians Practice Arrangements (the "AMA-PPD"). The 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 these AMA POLICIES. 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 and DBL are third-party beneficiaries of the License Agreement and may enforce your compliance with the terms of the License Agreement.
  4. 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, e-mailed, or printed from reports. Downloads, exports, e-mails, and report-prints are charged 1 Usage per record. 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.
  5. 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, printed or any other form, will be destroyed. You will also cease to use the Data in any form, unless further Usages are purchased or exercised in accordance with our contractual agreement. Unless earlier terminated as provided herein, the License Agreement expires ninety (90) days from the date you download or export the Data, and you must make your use of the Data during such 90-day period. 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 the 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. These types of Use are implied in the act of downloading, exporting, or otherwise viewing the Data in printed, electronic, or other form.
    1. You understand and acknowledge that acts of downloading or exporting Data from the Database constitute a Usage per applicable record regardless of other activity.
    2. You understand and acknowledge that acts of e-mailing candidates within the Data constitute a Usage per applicable record regardless of other activity.
    3. You understand and acknowledge that certain reports that also display a telephone number or e-mail address constitutes a Usage per applicable record regardless of other activity. For this reason, we do not recommend activating the telephone or e-mail columns for display in PORTFOLIOTM folder view. You further understand and acknowledge that your account had these columns deactivated at the time you received it, and display of these columns is done only at your request.
    4. You understand and acknowledge that "transfers" of information into PORTFOLIOTM folders do not constitute a Usage, unless upon completion of the transfer there are certain data columns displayed in your personally-controlled PORTFOLIOTM folder view that do constitute a Usage (see part C above).
    5. You understand and acknowledge that Profiles of the Data are charged once per view per calendar month per person per Database. Viewing a candidate Profile within a Database will generate one Usage regardless of other activity, with the exception that such a Usage will only be charged a single time within a calendar month. For purposes of illustration only, if a PORTFOLIOTM Profile was viewed on September 10, 2013 three times, it would only generate a single Usage. If the Profile was viewed numerous times throughout the rest of that September month, only the first Usage would be charged. If the Profile were viewed again October 1, 2013, then a new once-per-month Usage would incur. These once-per-month Profile Usages are incurred for each unique candidate record per person per system. They are incurred regardless of other activity (such as downloads, exports, or e-mails, etc.). Viewing the Profile in the Database is counted as a distinct Usage from PORTFOLIOTM Profiles.
    6. You understand and acknowledge that Usages incurred will generate a monetary Royalty charge subject to the terms of the License Agreement.
  6. RESTRICTIONS
    1. The Data shall not be used in connection with the dissemination of distasteful materials.
    2. The Data shall not be used in connection with publicity or advertising, which might imply, through copy or layout, AMA endorsement of an organization, its products or services.
    3. The Data shall not be used for any communication, which would tend to mislead, misinform or deceive.
    4. The Data shall not be used for any communication involving the promotion of the use or sale of any tobacco product or beer, wine and other spirits.
    5. The Data shall not be used for any communication on a drug product, catalogue of drug products or medical equipment and devices, involving a premium offer.
    6. 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).
    7. The practice of classifying a physician included in the Data along ethnic and/or religious lines on the basis of surname is prohibited, unless such classification is specifically germane to the practice of medicine.
    8. Resident Physicians' telephone work numbers shall not be provided to physician recruiting firms for job recruitment. "Resident Physician" shall mean an individual at any level in a graduate medical education program, including subspecialty programs.
    9. The Data shall not be used in conjunction with secondary data sources or used to contact Resident Physicians at their workplace for job recruitment purposes.

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.

Upon any noncompliance with any section herein, Company and/or the AMA shall have the right to exercise, in its sole discretion, all remedies set forth in the License Agreement, including termination.