CECITY APPLICATION END USER LICENSE AGREEMENT

BY ACCESSING OR USING THE CECITY APPLICATION, YOU AGREE TO ALL OF THE FOLLOWING PROVISIONS AND ENTER INTO A LEGALLY BINDING AGREEMENT WITH CECITY.COM, INC. (THE HOST OF THE CECITY APPLICATION) AND ITS RESPECTIVE AFFILIATES, COLLECTIVELY REFERRED TO AS “CECITY” HEREIN) TO ABIDE BY THE PROVISIONS OF THIS AGREEMENT. CECITY RESERVES THE RIGHT TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING SUCH MODIFICATIONS TO THIS AGREEMENT. YOUR CONTINUED ACCESS TO OR USE OF THE CECITY APPLICATION AFTER SUCH POSTING WILL SIGNIFY YOUR AGREEMENT TO SUCH MODIFICATIONS, IF ANY.

SCOPE OF LICENSE

The Information accessible on the CECity Application (including, for example, the educational materials, scientific content, graphic designs, video, audio, photographic or literary content) is owned by CECity, its business associates, or third parties. You are authorized to use this information provided on the CECity Application solely for your personal use. You may not access or use this Information for commercial, competitive, or any other purposes. You may not modify, republish, post, transmit, or distribute any information without the express written consent of CECity.com. You may copy this information only to the extent necessary for your personal use. CECity, its business associates, or third parties expressly retain all right, title, and interest in and to any proprietary Information. Failure to adhere to these provisions could subject you to serious penalties under federal copyright law.

Portions of the CECity Application may contain user-provided content, to which you may contribute appropriate content. For this content, CECity is a distributor only. You agree to submit only content which belongs to you, and you agree that the user content you submit will not violate the copyright, trademark or other proprietary rights of other people or organizations. CECity is sensitive to the copyright, trademark, and other intellectual property rights of others. Be aware that, while we do not actively monitor user-provided content, we reserve the right to remove, without notification to the user, any user-provided content which comes to CECity’s attention and which we believe, in our sole discretion, is illegal, obscene, indecent, defamatory, incites racial or ethnic hatred, violates the rights of others or otherwise violates this Agreement. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities, and CECity retains the right to hold you liable for any damages caused by you in connection therewith.

PRIVACY

Your use of the CECity Application is governed by our Privacy Policy and HIPAA Business Associate Addendum, which is incorporated into this Agreement by reference. By using the CECity Application, you indicate that you understand and agree to the practices described in the Privacy Policy and HIPAA Business Associate Addendum. Our privacy policy and HIPAA addendum may be accessed by clicking on the “Privacy Policy” link at the bottom of any page of the CECity Application or by clicking here.

INFORMATIONAL NATURE OF THE SITE: NO MEDICAL ADVICE

THE INFORMATION ON THE CECITY APPLICATION IS INTENDED FOR USE AS CONTINUING EDUCATION ONLY AND SHOULD NOT BE CONSTRUED AS MEDICAL ADVICE. THIS INFORMATION SHOULD NOT BE USED IN PLACE OF SEEKING PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT BY LICENSED PRACTITIONERS. CECITY DOES NOT PRACTICE MEDICINE OR LAW, AND DOES NOT OFFER ANY OTHER PROFESSIONAL ADVICE OR SERVICES. YOU ASSUME FULL RESPONSIBILITY FOR APPROPRIATE USE OF THE INFORMATION AVAILABLE THROUGH THE CECITY APPLICATION.

If you think you may have a medical emergency, call your doctor or 911 immediately. CECity does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the CECity Application.

CHILDREN AND INTERNATIONAL USERS

The CECity Application is designed for adults 18 years of age or older. Users under the age of 18 are not permitted to use the CECity Application. By using the CECity Application, you agree to provide CECity with accurate information concerning your age or identity as requested by CECity. You also agree not to assist children under the age of 18 in accessing the CECity Application.

If you are not a U.S. resident, you may access the CECity Application solely at your own risk and are responsible for compliance with local laws and regulations, if applicable. By disclosing your personal information to CECity, you consent to the uses of such information described in the Privacy Policy, located at https://llp.cardiosource.org/privacy.aspx, and acknowledge that such disclosure and use shall be governed by the applicable law of the United States and the State of Pennsylvania and not the law of your home country. Do not disclose any personal information to CECity if you do not agree to the foregoing.

PASSWORD AND SECURITY

You are solely responsible for maintaining the confidentiality of any user name and password you use to access the CECity Application and are fully responsible for all activities that occur under your password or account. You agree (i) to notify Cardiosource immediately of any unauthorized use of your password or account or any other breach of security and (ii) to ensure that you exit from your account at the end of each session. CECity cannot and will not be liable for any loss or damage arising from your failure to comply with this provision.

LINKED WEBSITES AND ADVERTISING

The CECity Application may provide links to the websites or services of third-party sites. Links to such third-party sites do not constitute an endorsement by CECity of such sites or the products, content, materials, or information presented or made available by such sites. You acknowledge and agree that CECity is not responsible for any damages or losses caused or alleged to have been caused by the use of any third-party sites or from the products, content, material, or information presented by or available through those sites.

The CECity Application and its content (but not the content of third-party sites) is hosted by CECity.com, Inc., an independent Pennsylvania corporation. You transmit data to a server located in Pennsylvania subject to United States and Pennsylvania law.

ACCREDITATION

CECITY IS NOT RESPONSIBLE FOR ENSURING THE VALIDITY OF ANY CONTINUING EDUCATION OR MAINTENANCE OF CERTIFICATION CREDITS; ISSUING NOTIFICATION OF CREDITS OR CERTIFICATION; ENSURING THE SUFFICIENCY OF CREDITS FOR LICENSE RENEWAL, HOSPITAL BOARDS, MAINTENANCE OF CERTIFICATION, OR RECOGNITION PROGRAMS; ENSURING PROGRAM CONTENT IS SUFFICIENT TO EARN CONTINUING EDUCATION CREDIT; OR ENSURING THE ACCURACY OR COMPLETENESS OF PERSONAL TRANSCRIPTS.

DISCLOSURE OF AFFILIATIONS

CECity works with a variety of third parties to provide the services available on the CECity Application and to provide links to other websites. These third parties include, for example, accrediting bodies, content providers, technology providers, and suppliers of medical products, information, and services. These entities may supply information that is posted on or accessible through the CECity Application, and, solely in the case of accrediting bodies, may set standards applicable to certain content, but they do not control the content or the operation of the CECity Application.

PERFORMANCE PAYMENT PROGRAMS

If you input data into the CECity Application in connection with any “performance payment program,” you should be aware that your submission does not guarantee that the receiving entity will (a) pay you such incentive or (b) provide such incentive; and the submission of data via the CECity Application does not guarantee (i) that you are eligible for payment or (ii) that you will receive such incentive from the paying entity, as such matters are wholly in the control of the paying entity. The data that is being sent to the receiving entity may have errors and CECity is not responsible for any failure of payment or incorrect payment.

DISCLAIMER OF WARRANTY


THE CECITY APPLICATION AND ALL SERVICES AND INFORMATION MADE AVAILABLE ON OR THROUGH THE CECITY APPLICATION ARE PROVIDED ON AN "AS IS," "WHERE IS," AND "AS AVAILABLE" BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ACCURACY OF INFORMATIONAL CONTENT. Without limiting the foregoing, CECity makes no representations or warranties about the accuracy, reliability, completeness, correctness, or timeliness of the content, software, text, graphics, video, links, or communications provided on or through the use of the CECity Application.

When using the CECity Application, information will be transmitted over a medium that may be beyond CECity’s control and jurisdiction. Accordingly, CECity does not assume any liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the CECity Application.

CECITY DOES NOT WARRANT THAT THE CECITY APPLICATION OR ANY SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE CECITY APPLICATION, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS, ITEMS OR OTHER MATERIALS USED IN CONNECTION WITH THE CECITY APPLICATION, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.

ANY INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CECITY APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OR USE OF THE INFORMATION AND FOR ANY RESULTS OR LACK OF RESULTS FROM THE USE OF SUCH INFORMATION.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CECITY BE LIABLE FOR ANY CLAIMS OR LOSSES WHATSOEVER OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, AND WHETHER ARISING FROM AN ACTION IN CONTRACT, TORT, OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THE WEBSITE OR ANY SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE CECITY APPLICATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CECITY SHALL NOT BE LIABLE FOR ANY CLAIMS OR LOSSES IN CONNECTION WITH ERRORS, OMISSIONS, OR INACCURACIES OF INFORMATIONAL CONTENT, OR ANY DECISION MADE IN RELIANCE ON THE INFORMATION CONTAINED ON OR ACCESSIBLE THROUGH THE CECITY APPLICATION.

YOUR SOLE REMEDY FOR ANY CLAIMS IN CONNECTION WITH THE CECITY APPLICATION IS TO DISCONTINUE USING THE CECITY APPLICATION AND THE RELATED CONTENT AND SERVICES. THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD THE APPLICABLE PARTIES HARMLESS FROM ANY AND ALL CLAIMS OR LOSSES ARISING FROM YOUR USE OF OR RELIANCE ON THE CECITY APPLICATION OR ANY SERVICES OR INFORMATION MADE AVAILABLE ON OR THROUGH THE CECITY APPLICATION.

CHOICE OF LAW; ENTIRE AGREEMENT; SEVERABILITY; NO WAIVER

This Agreement shall be governed by and interpreted in accordance with laws of the Commonwealth of Pennsylvania, without giving effect to any conflict of laws provisions. The parties hereby consent to the exclusive jurisdiction of and agree that venue is proper and convenient in the state and federal courts situated in Allegheny County, Pennsylvania.

This Agreement, along with the Privacy Policy incorporated within it by reference, constitutes the entire agreement between you and us with respect to the use of the CECity Application and the content

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect.

The failure of CECity to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

SURVIVAL; CLAIMS

The provisions of this Agreement which by their nature would continue beyond termination or expiration of this Agreement shall survive such termination or expiration.

Any claims arising in connection with your use of the CECity Application or any content must be brought within one (1) year of the date of the event giving rise to such action. Remedies under this Agreement are exclusive and are limited to those expressly provided for in this Agreement.