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Members Agreement

Indegene Lifesystems has created and supports the CMEUniverse website. All CMEUniverse continuing education and related services, along with all information and content provided therewith (the "Content"), to you, subject to the terms and conditions contained in this Terms of Use (the "Terms"). CMEUniverse Services are intended for medical professionals. However, neither the CMEUniverse Services nor any Content available therein should be construed as a replacement for medical education and/or clinical judgment.

Please read these Terms carefully. By using CMEUniverse Services, you agree to adhere to and be bound by these Terms, as they may be modified from time to time at CMEUniverse sole discretion. If you do not agree to be legally bound by these terms, you are not permitted to use CMEUniverse Services.

Amendments

We reserve the right to amend the Terms at any time and will notify you of any such changes by making the revised Terms available through our Services. Unless otherwise specified, those changes shall be effective immediately. It is your obligation to review changes in these Terms, and you agree that your continued use of CMEUniverse Services after the posting of any revised Terms constitutes your agreement to be bound by the revised Terms.

Your Access to CMEUniverse Services

Permitted Users: Currently, CMEUniverse Services are available for use only by individuals who are 18 years of age or older. You acknowledge and agree that you may not access, attempt to access, or use CMEUniverse Services if you are not at least 18 years of age.

Public Areas and the Subscription Service: CMEUniverse Services include (i) public areas that are generally accessible to the public and contain information about CMEUniverse and the CMEUniverse Services (the "Public Areas"), (ii) a subscription service (the "Subscription Service") that may only be accessed by registered users (the "Registered Users"). Individuals who desire to become Registered Users in order to gain access to the Subscription Service will be required to select a user identification ("User ID") and password (the "Password"). Registered Users are solely responsible for all activity occurring through the use of their Password and for keeping their User ID and Password confidential. Registered Users are also responsible for all activity by others to whom such Registered Users have voluntarily disclosed their password. Registered Users shall notify us immediately upon becoming aware of any actual or suspected unauthorized use, unauthorized disclosure, or theft of any User ID or Password. You may not attempt to gain unauthorized access to the Subscription Service.

Permitted Use

Subject to the terms and conditions of these Terms, CMEUniverse grants you a non-exclusive, personal, non-transferable, non-sub licensable, limited and revocable right to access, use and display the CMEUniverse Services and the Content on any computers for your authorized educational use only (the "Permitted Uses"). You agree to use CMEUniverse Services and Content only for lawful purposes and for the Permitted Uses. No other use of CMEUniverse Services or the Content is authorized. You are prohibited from any use of CMEUniverse Services or Content that would constitute an illegal offense, give rise to liability or otherwise violate any applicable laws or regulations or these Terms. Except as otherwise authorized by these Terms or expressly stated on about CMEUniverse Services, you may not publicly perform, distribute, publicly display, transmit, publish, participate in the sale or transfer of and/or modify the Content and/or create derivative works based on any Content, in whole or in part. No right, title, or interest in Content is transferred to you as a result of your use of CMEUniverse Services.

Additional Restrictions

The limited license granted to you pursuant to these Terms does not include any resale or commercial use of CMEUniverse Services or the Content; any derivative use of CMEUniverse Services or the Content. You may not reproduce, duplicate, copy, sell, resell, modify, reverse engineer, decompile, disassemble or create derivative works of or otherwise exploit for any commercial purpose CMEUniverse Services, the Content, or any portion of the foregoing, without CMEUniverse express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of CMEUniverse and CMEUniverse affiliates or licensors without CMEUniverse express written consent. None of the Content or CMEUniverse Services may be retransmitted without CMEUniverse express written consent, nor may it be used on any other Web site or stored on any networked computer environment. You may not use any metatags or any other "hidden text" utilizing any of CMEUniverse names or trademarks without CMEUniverse expresses written consent. Any unauthorized use terminates the permission and/or license granted by us without the need for further action by us.

Copyright

All Content included within or made available through CMEUniverse Services, including, without limitation, software, editorial materials, photographs, text, graphics, logos, audio, button icons, and images are the property of CMEUniverse, its affiliates, content suppliers, or its licensors and are protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Content included within or made available through CMEUniverse Services is the exclusive property of CMEUniverse or such third parties, as applicable, and protected by U.S. and international copyright laws. All software used in connection with the CMEUniverse Services is the property of CMEUniverse, Indegene or its software suppliers and protected by U.S. and international copyright laws.

Privacy

By using CMEUniverse Services and providing information to us, you agree that we may use the information you provide to us in accordance with our Privacy Policy.

Usage Monitoring

Subject to the terms and conditions of the CMEUniverse Privacy Policy, CMEUniverse has the right, but not the obligation, to monitor the use of CMEUniverse Services and to disclose such information as we deem necessary or appropriate, including without limitation, to satisfy any law, regulation or other governmental request, to operate CMEUniverse Services or to protect ourselves or other users of CMEUniverse Services.

Unsolicited Submissions

Any unsolicited communications that you make to CMEUniverse through CMEUniverse Services, including communications containing feedback, comments, ideas and concepts (collectively, "Unsolicited Communications") will be considered non-confidential and non-proprietary. CMEUniverse and its affiliates are free to use and dispose of such Unsolicited Communications for any purpose and in any manner whatsoever. By submitting an Unsolicited Communication, you hereby grant CMEUniverse and its affiliates a perpetual, royalty-free, fully paid-up and irrevocable right and license to use, reproduce, modify, publicly display, distribute, transmit, sublicense, create derivative works from, transfer, sublicense and sell such Unsolicited Communications. By providing Unsolicited Communications you warrant and represent that you own or otherwise control all of the rights to your Unsolicited Communications. Please be aware that no compensation will be paid with respect to the use of any Unsolicited Communications by CMEUniverse or any of its affiliates.

Indemnification

You agree to defend, indemnify and hold CMEUniverse and CMEUniverse affiliates harmless from and against any and all claims, damages, costs, and expenses, including attorneys' fees, arising from or related to your use of CMEUniverse Services or Content.

Termination

You acknowledge and agree that CMEUniverse may suspend or terminate your access to and use of CMEUniverse Services at any time, with or without cause, at absolute discretion and without notice, including for any breach of these Terms. The relevant version of these Terms shall continue to apply to all prior use of CMEUniverse Services. The following paragraphs of these Terms shall survive termination of your use or access to CMEUniverse Services: paragraphs concerning indemnification, disclaimers, limitations of liability, termination and general provisions and any other provision that by its terms survives termination of your use of or access to CMEUniverse Services.

Links to Other Websites and Services

To the extent that CMEUniverse Services contain links to outside services and resources, the availability and content of which CMEUniverse does not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. CMEUniverse makes no representation or warranty regarding any other Web sites or the contents or materials on such Web sites. WE ARE NOT RESPONSIBLE FOR THE CONTENT OF ANY THIRD PARTY SITE, NOR DO WE MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE CONTENT (OR THE ACCURACY OF SUCH CONTENT) ON ANY THIRD PARTY SITES, AND WE SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER IN RELATION TO ANY OF THE FOREGOING.