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TERMS OF SERVICE

 * 1. Materials
 * 2. Sermo Panel
 * 3. Modification to Payments and Terms
 * 4. Methods of Payment and Taxes
 * 5. Security
 * 6. Medical Disclaimers
 * 7. Representation
 * 8. Patient Data and Legal Compliance
 * 9. General Disclaimers
 * 10. Limitation of Liability
 * 11. Indemnity
 * 12. User Submissions
 * 13. Cooperation with Government Authorities
 * 14. Links to Other Materials
 * 15. Applicable Laws
 * 16. Dispute Resolution
 * 17. Entire Agreement
 * 18. Termination
 * 19. Assignment
 * 20. Waiver of Breach
 * 21. Force Majeure
 * 22. Notice
 * 23. Headings
 * 24. Invalidity
 * 25. General

Update: 14 May 2018

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE OR THE MATERIALS.

Welcome to Sermo.com. The website is owned and operated by Sermo, Inc., a US
based business and its EU parent based company WorldOne Research Limited
(“WorldOne”) with operations around the world (together “Sermo”). These website
and materials are designed to comply with relevant laws and regulations. This is
a binding agreement (“Agreement”) between Sermo, Inc. and its affiliates and you
(“You” or Your”). This Agreement governs Your use of the website (www.sermo.com)
and our app (the “Site” or “Sites”), including, without limitation, all content
such as text, information, images, Sermo branded products such as RealTime™,
Pages, Conversations and Drug Ratings™, software and other information, services
and materials (collectively, the “Materials”) and all information made available
to You or by You through this Site by Sermo and/or third parties.


1. MATERIALS

A. OWNERSHIP OF MATERIALS

All Materials are provided by Sermo unless indicated otherwise. All intellectual
property rights in the Materials (including copyrights, trademarks, trade
secrets and patents) are the property of Sermo unless indicated otherwise. Sermo
retains all copyrights in the individual pages, and their components, and
collective works available at the Site. The Materials are copyrighted and are
protected by US federal and worldwide copyright laws and treaty provisions. They
may not be copied, reproduced, modified, published, uploaded, posted,
transmitted, performed, or distributed in any way, without Sermo’s prior written
permission. Sermo, the Sermo logo is a registered trademark of Sermo and the
exclusive property of Sermo. All other names and trademarks are the property of
their respective holders, sermo.com and its Materials and services are covered
by one or more pending US and foreign patent applications.

B. USE LICENSE

Any unauthorized use of any Materials or information at this Site may violate
patent, copyright, trademark, and other laws. Any use of this Site or the
Materials shall be considered a limited use license, not a transfer of title,
and is subject to the following restrictions: You may not: (a) modify the
Materials or use them for any commercial purpose, or any public display,
performance, sale or rental; (b) decompile, reverse engineer, disassemble or
make derivative works of the Materials; (c) remove any confidentiality, privacy,
patent, copyright, trademark or other proprietary notices from the Materials;
(d) transfer the Materials to another person or entity in manners inconsistent
with this Agreement and current Sermo policies. You agree to prevent any
unauthorized copying of the Materials or information.

C. TERMINATION OF THIS USE LICENSE

Sermo may terminate this use license at any time if You are in breach of the
terms of this Agreement or if You are found to be in violation of Sermo’s Code
of Conduct. Upon termination, You will immediately destroy any Materials in your
possession, if any, and cease use of the Site.

D. CONDITIONS OF USE AND TERMS

To use any Materials, You must (a) be a licensed physician or other health care
professional (“HCP”) in the US or in another country, (b) be a registered
participant of sermo.com, and (c) be a resident in the 50 states of the United
States of America, exclusive of its commonwealths, territories and possessions
or in the country you are resident and practicing in (“United States or Other
Country”). Prior to the use of this Site, You must provide Sermo with valid
confirmation of (a) & (c), above, including all of the following: (i) Your name;
(ii) Your mailing address (i.e., so we can mail you any accrued payments); (iii)
jurisdictions of licensure; and (iv) other confirmatory demographics. By
submitting that information to Sermo, You hereby certify all assertions made
under this Section and agree that You authorize Sermo to confirm the veracity of
such information.


2. SERMO PANEL

A. MEMBERSHIP AND REQUIRED INFORMATION

In addition to the above Opportunities, Sermo membership also makes you a part
of the Sermo Panel, a HCP survey panel owned and maintained by WorldOne
(“Panel”). As a Panel member, you will have access to the below services as well
as eligibility to receive invitations to participate in market research surveys
in the event such opportunities arise. Participation in the Panel is free and
may generate honoraria and incentives. As a Panel member, Sermo (or its service
providers or affiliates on Sermo’s behalf) may contact you multiple times via
any and all contact information that you provide.

You may only join Sermo once and therefore membership is personal to you and is
not transferable to any other person. Sermo has the right to refuse any Sermo
member inclusion in its Panel.

To complete your Panel profile, you will be asked to provide personal
information about you and on key profiling demographics that we need, at a
minimum, to ensure you are eligible to become a member of the Panel and to
ensure that once you have successfully registered with the Panel that you have
an opportunity to be invited to the surveys as may be applicable. You are
responsible for ensuring that your personal details and your profile data at any
point are true, accurate and current.

Providing additional information as part of your profile, which is accessible on
your personal member pages, is not required but may further increase your
chances of being invited to surveys relevant to you.

B. LOGIN CREDENTIALS

It remains your responsibility to ensure your login credentials (e-mail and
password) are kept confidential. Sermo will not be liable for any unauthorized
use of your account, which includes unauthorized use of your email address and
password.

C. REMOVAL FROM PANEL

If you no longer wish to be a member of the Panel, you may request to be removed
from the Panel at any time. If you choose to opt-out of the Panel, you do not
terminate your Sermo membership. Termination of Sermo membership will, however,
remove you from the Panel. However, upon termination of your participation with
the Panel, you forfeit any right to any honoraria or incentives not yet
reimbursed to you.

You can request your personal details to be removed from the Panel active
database and to have your participation in the Panel terminated by:

 * Deactivating your Sermo account in your Account Settings
 * Sending us an e-mail at support@sermo.com from the e-mail address you
   registered with and with the words “Remove Me” in the subject line and
 * Sending us an e-mail at support@sermo.com referencing the e-mail address with
   which you registered with the Panel and with the words “Remove Me” in the
   subject line

Failure to follow the stated procedure correctly may result in delay in the
removal of your information from the Panel databases. Your removal request will
be dealt with promptly. However there may be a gap of up to 1 month between your
request to be removed and the cessation of the receipt of any further e-mails
from Sermo.

D. TERMINATION OF PANEL PARTICIPATION

Sermo reserves the right to suspend or cancel Panel participation, together with
any outstanding honoraria or incentives, if applicable, if one of the following
events occurs:

 * You breach any of the Terms of Use (including any terms found in the Privacy
   Policy and/or any honoraria specific Terms and Conditions)
 * You misuse your membership on the panel or use it for any improper purpose
 * Any activities on your account(s) or your participant responses to surveys
   are subject to investigation in regards to data integrity, reliability or
   validity
 * Sermo’s right to process and use any information necessary to run the Panel
   is legally withdrawn, by law or otherwise

E. OTHER SERVICES AVAILABLE TO SERMO PANELISTS

Panel members also have the opportunity to participate in these additional
services. As a Panel member, you will receive communications regarding RealTime,
unless you opt out of further emails by using the “Unsubscribe” link in those
emails. The other services below are more generally accessible via the Site.

SERMO REALTIME™

Sermo RealTime allows third parties to create their own mini-surveys. You may
receive survey requests for Sermo RealTime and/or from traditional market
research surveys as a Panel member. All participation in Sermo RealTime and any
other survey is optional.

As a self-service tool Sermo has limited control or review over Sermo RealTime
content, which is generated by the third parties. In addition, Sermo has limited
access or review of Sermo RealTime survey responses, which usual are directed to
a Sermo customer creating the survey. As a result, Sermo does not have a primary
obligation for adverse event (“AE”) reporting that may be required. Sermo HAS NO
ACCESS TO ANY INFORMATION REGARDING ANY AE THAT MAY BE SUBMITTED AS PART OF ANY
REALTIME RESPONSE AND THEREFORE HAS NO LIABILITY FOR ANY AE REPORTING. ANY Sermo
REALTIME CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ITS OWN AE REPORTING
PROCEDURES AND COMPLYING WITH APPLICABLE LAWS AND REGULATIONS REGARDING AE.
However, Sermo may assist with follow up to Sermo RealTime responses as may be
requested by the Sermo RealTime customer as such customer deems necessary via
customer’s compliance with AE reporting obligations and its Sermo RealTime
agreement.

F. OTHER SERVICES AVAILABLE TO ALL MEMBERS ON THE SITE GENERALLY

SERMO PAGES AND CONVERSATIONS

The Sermo Pages allows third parties to help identify and learn from the
movement of opinions and prognostications around medical events and/or trends.
As a Sermo member you may be asked to interact and submit posts through Sermo
Pages or Conversations. Your personal information may be linked to Your Sermo
Pages or Conversations submission or interaction and may be shared with the
relevant Sermo Page or Conversation sponsor. Unless otherwise set forth on the
applicable Page or Material, Sermo Pages and Conversations are not considered or
treated as market research. When you participate or interact with Sermo Pages
and Conversations Materials your information may be shared with the sponsor
consistent with the terms presented.

SERMO DRUG RATINGS™

Sermo Drug Ratings is the first and only global peer-to-peer drug review system
provided exclusively from verified licensed physicians. Sermo Drug Ratings is
intended to become the world’s largest dataset of physician perceptions on
drugs. Drugs are rated according to their efficacy, safety, tolerability,
accessibility, and adherence. Reviews often also include commentary based on
doctors’ real-world experiences. Ratings was developed by Sermo and our very own
physicians. The statistical methodology behind Ratings was developed and
verified independently by biostatistics consultants. When you participate or
interact with Sermo Drug Ratings or any associated Materials your information
may be shared with the Sermo Drug Ratings use terms present on the Site.

G. HONORARIA AND INCENTIVES BALANCES

Panel members also have the opportunity to participate in these additional
services. As a Panel member, you will receive communications regarding RealTime,
unless you opt out of further emails by using the “Unsubscribe” link in those
emails. The other services below are more generally accessible via the Site.

1. PAYMENT POLICY

Sermo and its clients may present You with opportunities (“Opportunities”) for
interaction with Sermo and its clients. Participation in Opportunities may
include interactions on third party websites. You may be offered compensation
for participation in certain Opportunities. Your completion of such an
Opportunity does not constitute confirmation of Sermo’s obligation to compensate
You for such participation. Compensation for such Opportunities shall require
that You are automatically returned to the Sermo Site upon completion of such
Opportunity and receive a confirmation message on the Site. No payments shall be
made by Sermo without Your receipt of such confirmation page. The value of an
Opportunity is subject to change at any time without notice. The criteria by
which an Opportunity becomes eligible for payment is subject to change at any
time. Sermo reserves the right at any time to withhold or cancel any of Your
payments or fees due for any reason including any actions or omissions on Your
part that are not completed, unauthorized, fraudulent or otherwise violate the
terms of this Agreement.

2. EARNING

Should you participate as a Panel member to respond to surveys or other
Opportunities as contemplated above, you may be entitled to honoraria or
incentives for completed participation, depending upon the specifics of the
survey or response opportunity. The value of your honorarium or incentive,
communicated to you prior to survey participation, is dependent on multiple
factors, such as the length of the survey and the complexity of the research
project, the type of survey and related Service, and any local regulations in
your jurisdiction.

Upon completion of a survey or response opportunity for which you are entitled
to an honorarium or incentive, the funds will be transferred to your Balance.

The Sermo Balance program allows you to hold your honorarium in an Sermo
maintained account (Sermo Balance). You will be able to either hold your
honoraria or incentive in your Sermo Balance or choose to withdraw part or the
totality of your balance by selecting an incentive type for the withdrawal. You
will get to make the choice every time you access your Balance.

3. WITHDRAW

The honoraria and incentives that you earn are accumulated until withdrawn via
your active account. In order to withdraw your honoraria, you must select
“Withdraw” from the “Earnings Summary” page. All or some of your balance can be
withdrawn to be issued using a number of methods as set forth on the “Earnings
Summary” page, which may include such options as prepaid debit card, gift card,
check, or donation to charity (not tax-deductible). Sermo reserves the right to
substitute any honoraria or incentive for a reward of equivalent value or higher
value if the applicable honoraria or incentive is not available for an
unacceptable amount of time. If you have any issues with selecting payment,
please contact us at support@sermo.com.

Check or debit card payments are to be made to the individual Sermo balance
account owner, as held on file by Sermo.

You are responsible for the confidentiality of your account information as
further set forth below. If a third party uses your account to withdraw your
balance without your consent, Sermo has no liability for refunding or
replenishing your balance.

4. PREFERRED STATUS

If you maintain a balance of $100, €100, £100 or its equivalent in your local
currency or more in your honoraria and incentive account, you will be deemed as
“Preferred Status,” which entitles you to more, prioritized placement in survey
invitations.

5. INFORMATION SHARING AND THIRD PARTIES

Sermo reserves the right to appoint third party processors to process and
administer any honoraria or incentives. When using third party providers, Sermo
takes every care reasonable to ensure your privacy is protected. For more
details on how your privacy is protected also see our Privacy Policy.

6. DELIVERY

Sermo takes all reasonable measures to meet its goal that any applicable
honoraria and incentive payments are generally made to you within 1 to 6 weeks
after your withdrawal, depending on your payment preference. The length of the
payment time may vary depending on your country of residence and payment
preference, as well as the particular survey sponsor. You are responsible to
notify Sermo if you do not receive an honorarium or incentive that you believe
you are due, within 6 months of completion of the applicable survey. Failing to
do so may further delay or result in the waiver of your payment. Sermo shall not
be liable for any losses suffered due to any errors in the administration of
honoraria or incentive due to incorrect payment details that you provide to
Sermo.

7. TAXES

You are responsible to declare any taxes, if due, to your local financial
authorities as a result of honoraria or incentives that you receive as further
set forth below. Sermo will not be liable for any taxes or for providing any
assistance on tax matters. For Panel members in the United States or Other
Country, Sermo may issue a 1099 federal or equivalent tax form in the event you
receive honoraria or incentives requiring the reporting of income. Details on
any honoraria or incentives paid to you can be found on your personal pages.

8. CANCELLATION AND CHANGES TO BALANCE

Sermo reserves the right to quarantine or cancel your balance of honoraria or
incentive due, in whole or in part, if it suspects fraud, foul play or breach of
any of the clauses set out in our Terms of Use.

Sermo reserves the right, to amend or withdraw any funds credited to your
Balance in error.

Sermo reserves the right to revert your honoraria or incentive if it has not
been claimed or used for a period of 11 months from the date of issue. After the
11 month period any reverted honoraria or incentive will be reissued upon
request of the recipient. However the request must be submitted to
support@sermo.com, within 6 months of the expiry of the prior 11 month period,
failure to do so will result in the honoraria or incentive being forfeited. It
is your responsibility to keep track of any payments you may be due.

9. INACTIVITY

Sermo reserves the right to close your Sermo Balance account if it has been
inactive for a period of 11 months from the date of the last withdrawal or last
survey or response opportunity completion, whichever is the most recent. All
funds in closed Sermo Balances will be forfeited.


3. MODIFICATION TO PAYMENTS AND TERMS

Sermo RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PAYMENT AND OTHER TERMS
PROVIDED BY THIS SITE, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY
E-MAIL DELIVERY TO YOU.


4. METHODS OF PAYMENT AND TAXES

In the event any payment due under this Agreement is subject to or becomes
subject to any tax or other deduction payable by You, such tax or deduction
shall be paid by You, so that the payments by Sermo shall be in full and free of
all liability for such tax or other deductions. You agree to pay and bear the
expense of local, state and/or federal government licenses, sales and use,
foreign withholding tax, property and ad valorem taxes, which may be imposed or
assessed with respect to payments made by Sermo to You under this Agreement. In
the case where You have or will have been paid in an amount greater than $600 in
a single fiscal year, Sermo reserves the right to request and receive a Tax ID
No. or other information from You prior to making any subsequent payments. Sermo
shall make all payments due under provisions of this Agreement in your local
currency.


5. SECURITY

This Site is intended by Sermo to require a valid, working e-mail address and
password to access and use the Materials and other features on the Site. Certain
other Materials or functionalities on the Site may require additional access
codes. You are solely responsible for (1) maintaining the strict confidentiality
of the e-mail address, passwords and codes (collectively, “ID(s)”) assigned to
you, (2) not allowing another person to use your IDs to access the Site, (3) any
damages or losses that may be incurred or suffered as a result of You or Your
failure to maintain the strict confidentiality of Your ID, and (4) promptly
informing Sermo in writing of any need to deactivate an ID due to potential or
actual security concerns. Sermo is not liable for any harm related to the theft
of Your ID, Your disclosure of Your ID, or Your authorization to allow another
person or entity to access and use the Site using Your ID. You agree to
immediately notify Sermo in writing of any unauthorized use of Your ID.


6. MEDICAL DISCLAIMERS

The Materials available are for informational and educational purposes only and
are not a substitute for the professional judgment of a HCP in diagnosing and
treating patients. Sermo or You are not permitted to advise, diagnose, or
otherwise treat users of this Site. Neither the content nor any other service
offered by or through this Site is intended to be for medical diagnosis or
treatment. Persons accessing this information assume full responsibility for the
use of the information and agree that Sermo, Inc. is not responsible or liable
for any claim, loss, or damage arising from the use of the information. Sermo
does not recommend or endorse any specific drugs, tests, physicians, products,
procedures, opinions, “off-label” drug uses or other information that may be
mentioned on the Site. Your reliance upon the Materials obtained or used by You
is solely at Your own risk.


7. REPRESENTATION

As a user of this Site, You are liable for the accuracy of the information that
You provide to us, including, but not limited to, Your personal and professional
representation as provided in Section 1. You hereby certify that You are not a
paid consultant or have any other financial interests in the information you
provide to this Site, including, but not limited to, the promotion of
“off-label” drug uses, the disclosure of confidential clinical trial or other
proprietary information.


8. PATIENT DATA AND LEGAL COMPLIANCE

The Site is not intended for the transmission, storing, review or receipt of
confidential patient information (“Patient Information”). However, if you upload
such Patient Information to the Site, the following terms apply. Applicable
laws, as well as ethical and licensure requirements of Your profession may
impose obligations with respect to patient confidentiality that may limit the
ability of physicians, health care providers, and persons acting on their
behalf, to make use of certain Materials or to transmit certain information to
third parties. You represent and warrant that You will, at all times during the
term of this Agreement and thereafter, comply with all laws directly or
indirectly applicable to You that may now or hereafter govern the gathering,
use, transmission, processing, receipt, reporting, disclosure, maintenance, and
storage of the Patient Information, and use Your best efforts to cause all
persons or entities under Your direction or control to comply with such laws.
You are, at all times during the term of this Agreement and thereafter, solely
responsible for obtaining and maintaining all patient consents, if applicable,
and all other legally necessary consents or permissions required or advisable to
disclose, process, retrieve, transmit, and view the Patient Information You
transmit, store, or receive in connection with the Site, the Materials and any
third party site. You agree that Sermo, Sermo’s licensors and licensees, and all
other persons or entities involved in the operation of the Materials and
functionalities provided through the Site, have the right to monitor, retrieve,
store, review and use Patient Information, if applicable, in connection with the
operation or use such Materials, and are acting on Your behalf in transmitting
Patient Information.

WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT
INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED
WHILE USING THE SITE OR THE MATERIALS. WE RESERVE THE RIGHT TO AMEND OR DELETE
ANY MATERIAL (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS
TO Sermo) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.


9. GENERAL DISCLAIMERS

THE MATERIALS AND THE SITE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT
OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES
ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. IN NO EVENT SHALL Sermo, ITS
PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS,
OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO YOU OR ANY OTHER
ENTITY FOR ANY AND ALL DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT,
COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES)
ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS,
OR (2) RELIANCE ON THE CONTENT AND MATERIALS OR THE SITE, OR (3) ERRORS,
INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR (4)
INFORMATION COMMUNICATED THROUGH CHAT ROOMS OR MESSAGE BOARDS, (5) THE
COMPLIANCE WITH ANY LAW, RULE, REGULATION, LAW ENFORCEMENT, GOVERNMENT OFFICIALS
OR LEGAL AUTHORITY OR THE LIKE, OR (6) ANY OTHER FAILURE TO PERFORM BY Sermo OR
Sermo’S CONTENT PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER Sermo
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Sermo ALSO MAKES NO
REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE,
MATERIALS, OR THIRD PARTY SITES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS
FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS SECURE,
OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL
PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM,
DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE. Because
some jurisdictions may not permit each of these disclaimers and limitations, the
above limitation may not apply to You. Sermo and its parents, subsidiaries,
affiliates and their respective members, directors, officers, employees,
stockholders and agents further do not warrant the accuracy or completeness of
the information, text, graphics, links or other items contained within these
Materials. Sermo may make changes to these Materials, or to the services and/or
products described therein, at any time without notice. Sermo makes no
commitment to update the Materials. Any description of Materials is not a
representation that any such Materials are available for sale or distribution in
Your location.


10. LIMITATION OF LIABILITY

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, Sermo SHOULD HAVE ANY
LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND Sermo
AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF
$50.00. YOU AND Sermo AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN
AGREED ALLOCATION OF RISK BETWEEN YOU AND Sermo. YOU ACKNOWLEDGE THAT ABSENT
YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, Sermo WOULD NOT PROVIDE THE SITE
OR MATERIALS TO YOU.


11. INDEMNITY

You agree to defend, indemnify and hold Sermo, its parents, subsidiaries,
affiliates and their respective members, directors, officers, employees,
stockholders and agents harmless against any losses, expenses, costs or damages
(including Sermo’s reasonable attorneys’ fees, expert fees’ and other reasonable
costs of litigation) arising from, incurred as a result of, or in any manner
related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful
use of the Site or the Materials, and (3) the unauthorized or unlawful use of
the Site by any other person using Your ID.


12. USER SUBMISSIONS

GENERAL:

Unless otherwise agreed in writing prior to Your submission, any material,
information or other communication You transmit or post to the Site or third
party site will be considered non-confidential and non-proprietary
(“Communications”). Sermo will have no obligations with respect to the
Communications. You agree that from time to time Sermo may invite or otherwise
make You aware of certain educational, promotional or financial opportunities
relating to Your Communications and profile.

Sermo hereby grants You a non-exclusive, non-transferable license to re-use or
republish your own contributions made to the Sermo Site in its original or
derivative form for republication elsewhere, such as in journals or other
professional publications. This license is restricted to Your own contributions
and does not grant You rights to republish the contributions or postings of
other Sermo members. Sermo and its designees will be free to use for any
purpose, copy, disclose, sell, distribute, perform, incorporate and otherwise
use the Communications and all data, images, sounds, text, and other things
embodied therein for any and all commercial or non-commercial purposes to the
extent permitted by applicable law. Sermo shall be free to use any ideas,
concepts, know-how or techniques contained in such information for any purpose
whatsoever including, but not limited to, developing, manufacturing, and
marketing products and services incorporating such information. You are
prohibited from posting or transmitting to or from this Site any unlawful,
infringing, threatening, libelous, defamatory, obscene, pornographic, or other
material that would violate any law. You are prohibited from revealing the name
or other personally identifying information of any other Sermo member unless
that individual has previously revealed his or her own name or personally
identifying information in that specific Sermo post. Any attempt to obtain
unauthorized access or to exceed authorized access to the Site shall be
considered a trespass and computer fraud and abuse, punishable under state and
federal laws. Sermo hereby notifies You that any or all Communications with this
Site can and will be monitored, captured, recorded, and transmitted to the
authorities as deemed necessary by Sermo in its sole discretion and without
further notice. You are reminded that Sermo does not collect personal health
information about individuals. To submit a post, You must provide and upload
information to the Sermo server. Within Your uploaded submission, Sermo does not
collect or maintain information that would associate this submission with a
specific patient or individual. To be clear, Sermo does not possess nor does it
wish to possess patient data.

PERSONAL PROFILE:

Once a registered participant, You may provide additional information in Your
personal profile describing your credentials, professional experiences, academic
background, biography and the like. Your personal profile shall be available for
viewing by other registered participants of Sermo and will be considered
non-confidential and non-proprietary. Providing additional information in Your
personal profile beyond what is required at registration is entirely optional
and can be altered or removed by You at any time.


13. COOPERATION WITH GOVERNMENT AUTHORITIES

If necessary and in accordance with applicable law, Sermo will comply with
local, state, federal, international and/or worldwide with all laws, rules,
regulations, law enforcement, government officials, legal authority or the like.


14. LINKS TO OTHER MATERIALS

The linked sites are not necessarily under the control of Sermo and Sermo is not
responsible for nor does it certify the content of any linked site or any link
contained in a non-affiliated linked site. Sermo reserves the right to terminate
any link or linking program at any time. Sermo has selected the links for Your
convenience. The selection or omission of links is not intended to endorse any
particular companies or products. If You decide to access any of the third party
sites linked to this Site, You do this entirely at Your own risk. Any links to
any portion of the Site shall be the responsibility of the linking party, and
Sermo shall not be responsible for notification of any change in name or
location of any information of the Site. Sermo reserves the right to request any
web site administrator to disable or remove any link that violates any rights of
Sermo or causes interruption or deterioration of Materials provided by Sermo.
Sermo also reserves the right to request any web site administrator to disable
or remove any link that is in direct competition with Sermo or any material
posted that elicits the poaching of other Sermo members. Failure to abide by
this request shall be dealt with as provided in this section.


15. APPLICABLE LAWS

This Site is controlled by Sermo from its global offices. Sermo makes no
representation that Materials in this Site are appropriate or available for use
in all locations. Those who choose to access this Site from other locations do
so on their own initiative and are responsible for compliance with applicable
local laws. You may not use or export the Materials in violation of applicable
export laws or regulations. Any claim relating to the Materials shall be
governed by local applicable law.


16. DISPUTE RESOLUTION

Any dispute between Sermo and You arising out of this Agreement shall be
resolved first by direct communication with one or more of Sermo’s management
team members. Should Sermo and You be unable to resolve the dispute by
communication and both You and Sermo jointly agree to do so, Sermo or You may
submit any dispute arising out of or relating to this Agreement, or the breach
thereof, to final and binding arbitration administered by the American
Arbitration Association or its equivalent nearest the place of Your
professional. The arbitrator shall fully implement the intent and purposes of
this Agreement.


17. ENTIRE AGREEMENT

This Agreement, including the Privacy Policy, and any other Sermo policy which
is incorporated herein by this reference, contains the entire agreement between
You and Sermo relating to the subject matter hereof, and supersedes any other
oral or written communications relating thereto. This Agreement may not be
amended or supplemented by (1) any purchase order or similar form originated by
You relating to the subject matter hereof, or (2) statements of any of Sermo’s
employees.


18. TERMINATION

Your right to access and use the Site and Materials immediately terminates
without further notice upon Your breach of this Agreement or if You are found to
be in violation of Sermo’s Code of Conduct. Sermo may terminate this Agreement
and/or Your right to use the Site and Materials at any time, with or without
cause. Sections 1, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 24 and 28
of this Agreement survive the expiration or termination of this Agreement for
any reason whatsoever. Sermo reserves the right to discontinue or make changes
to the Site and/or Materials at any time.


19. ASSIGNMENT

Sermo may assign this Agreement, in whole or in part, in its sole discretion.
You may not assign Your rights under this Agreement without Sermo’s prior
written permission. Any attempt by You to assign Your rights under this
Agreement without Sermo’s permission shall be void.


20. WAIVER OF BREACH

Any failure to enforce any term or provision of this Agreement shall not be
deemed a waiver of that or any other breach of that or any other term or
provision of this Agreement. In addition, any failure to enforce any term or
provision of this Agreement shall not constitute a waiver of a future breach of
that or any other term or provision of this Agreement.


21. FORCE MAJEURE

Sermo shall not be liable for any failure or unavailability of the Site and/or
the Materials or failure by Sermo to perform a transaction as a result of
strikes, lockouts, calamities, acts of God, unavailability of suppliers, the
loss or destruction of data, the deletion or corruption of storage media, power
failures, natural phenomena, riots, acts of vandalism, acts or omissions of
civil or military authority, war, terrorism or any other event beyond Sermo’s
control.


22. NOTICE

Sermo may deliver notice to You under this Agreement by means of electronic
mail, a general notice on http://www.sermo.com, or by written communication
delivered by first class mail to Your address on record in Sermo’s account
information. You may give notice to Sermo at any time via electronic mail to
info@sermo.com or by letter delivered by first class postage prepaid mail or
overnight courier to the following address:

Sermo
200 Park Ave South,
New York, NY 10003
Attn: Sermo Legal Department

Or if in Europe please send to:

Sermo
3 Murphy Street
Third Floor, London SE1 7FP U.K.
Attn: Sermo Legal Department

If You object to any material found on this Site, please bring Your concerns to
the attention of support@sermo.com. The Site administrator reserves the right to
remove any material alleged to be infringing any third-party rights pending
further investigation.


23. HEADINGS

The headings of articles and sections contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.


24. INVALIDITY

If any provision of this Agreement shall be held, be deemed or shall in fact be,
invalid, inoperative or unenforceable as applied to any particular case or
circumstance because of the conflicts of any provision with any law, regulation,
ordinance or for any other reason, the provision or provisions in question shall
not be invalid, inoperative or unenforceable in any other case or circumstance,
nor shall any other provision or provisions herein contained thereby be or
become invalid, inoperative or unenforceable and such provision shall be
reformed so that it would be valid, operative and enforceable to the maximum
extent permitted in such circumstances.


25. GENERAL

Sermo reserves the right to make changes to this Agreement at any time without
advance notice. Sermo agrees to post all amended forms of this Agreement on the
Site and such amended forms shall be effective immediately upon its posting. It
is at all times Your responsibility to read the most current form of this
Agreement before using the Site to ensure that You agree to the terms and
conditions of any amendments made to this Agreement. You agree that these
standards for notice of amendments to this Agreement are reasonable. You
understand and agree that if you use the Sermo services or access the Site after
the date on which the amendment has been posted, You consent to such amendment.

May 2018

Sermo


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