TERMS AND CONDITIONS

GOVERNING USE OF WEBSITE AND MATERIALS

The following terms and conditions are an agreement (the "Agreement") governing your access and use of the [XYZ eBooks] website (the "Website") and its content (collectively, the "Materials"). Please read these terms carefully.

Materials.

The American Academy of Pediatrics ("XYZ") hosts the Website and related Materials on its servers and makes them available via the Internet to subscribers for non-commercial research and education purposes and for use in providing healthcare services. In consideration of payment of the applicable subscription fee, the XYZ is willing to provide access to the Materials to you and, if applicable, your Users (as defined below), subject to all of the following terms. You acknowledge that certain portions or content of the Website or Materials may contain information, materials or content provided by a third party provider or licensor (a "Provider") and that the liability and obligations of such Providers is limited as provided herein.

Access and License.

Subject to the terms of this Agreement, the XYZ grants to you a non-exclusive, non-assignable and non-transferable right to access and use the Materials for the purpose of providing healthcare services to your patients (the "License"). "User" means you and your authorized users for whom a subscription has been activated. For individual enrollment use of the Materials is limited solely to you, and you agree not to permit others to access the Materials using your account. For group enrollment, access to the Materials is limited to you and your authorized Users for whom you have obtained an authorized subscription. You agree not to permit others to access the Materials using your account. You agree to issue passwords or other access information only to authorized Users and use reasonable efforts to ensure that Users do not divulge their passwords and other access information to any third party. You agree to make all Users aware of, and ensure that all of your Users comply with, all of the terms of this Agreement. You will monitor compliance of your Users with the terms of this Agreement. You acknowledge that you will be held responsible for any access or use of Materials traceable to your Users and/or User ID. You agree to immediately notify us in the event you determine, or have reason to believe, that an unauthorized party has gained access to the Materials and to take all reasonable steps, both to ensure that such activity ceases and to prevent any recurrence.

Under the License, Users are only permitted to:

Access and display the Materials in connection with providing healthcare services. Electronically save and print off individual parts or documents of the Materials for personal use in connection with providing healthcare services. Distribute the Materials in print or electronic form to other Users for the purposes of providing healthcare services. Supply a printed copy of individual documents or parts of the Materials to individual patients of a User on request or on an ad-hoc basis in connection with providing healthcare services, provided that such dissemination does not result in distribution of a substantial or material portion or volume of the Materials to such patient. Supply print or electronic copies of individual documents from the Materials to governmental authorities for legal or regulatory purposes. You are responsible for furnishing, at your expense, any computer, networking, telecommunications and other equipment necessary for you or your Users to access the Internet and connect to the Website and Materials. The XYZ shall use commercially reasonable efforts to cause the Website and Materials to be accessible to the Internet twenty-four (24) hours each day except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of the XYZ. The XYZ and its Providers do not warrant that access to the Materials or Website will be uninterrupted or error free or that any information, software, or other materials available on or accessible through the Materials or Website is free from viruses, worms, Trojan horses, or other harmful components. THE XYZ AND ITS PROVIDERS WILL NOT BE LIABLE FOR DAMAGES OR REFUNDS SHOULD THE WEBSITE OR MATERIALS BECOME TEMPORARILY UNAVAILABLE OR IF ACCESS TO THEM OCCASIONALLY BECOMES SLOW OR INCOMPLETE. In no event shall the XYZ or its Providers be liable for downtime, system speed or slow-down caused by the misoperation or failure of the Internet or any other network not under the sole control of the XYZ or by any other cause beyond the reasonable control of the XYZ or its Providers. The XYZ will restore access to the Website and Materials as soon as commercially practicable in the event of an unscheduled interruption or failure thereof.

License Restrictions.

The License shall be subject to the following restrictions and conditions, and without the separate written approval of the XYZ neither you nor any User shall: Use, or permit any third party to use, the Materials for any purposes other than in connection with providing healthcare services to Users' patients. Distribute, publish or make available any part of the Materials (in print or electronic form) to anyone other than Users or Users' patients except as explicitly permitted herein. Remove, obscure, or change any copyright notices, author identification, disclaimers or other proprietary legends incorporated in the Materials. Alter, abridge, adapt or modify the Materials or prepare derivative works based upon the Licensed Materials or incorporate the Materials into other materials, nor permit third parties to do so. Make the Materials available to the public via the Internet, World Wide Web or other un-secure network (except pursuant to features or functionality specifically built into the Website or Materials to facilitate such access). Make agreements for access to the Materials with individuals, organizations, vendors, affiliates, or partners, who are not your individual Users. Use, or allow the use of, the Materials in contravention of any federal, state, local, foreign or other applicable law, or any rules or regulations of regulatory or administrative organizations.

Changes to the Materials.

The XYZ reserves the right at any time, in its discretion, for any reason and without prior notice: (i) to change, suspend or discontinue any aspect of the Materials, including the availability of any feature, database or content; (ii) to limit or restrict user access to certain features available on the Materials; and (iii) to suspend users use of the Materials, temporarily or permanently; provided that in the event any such change materially affects your ability to use the Materials or makes them materially less useful to you, then you may, within thirty (30) days of the change, terminate this Agreement by giving fifteen (15) days written notice to the XYZ, and the XYZ will refund any unearned portion of your subscription fee. If the XYZ gives you notice that it is withdrawing materials because it no longer retains the right to publish them or that it has reasonable grounds to believe they infringe copyright or are defamatory, obscene, unlawful or otherwise objectionable, then you agree promptly after receipt of such notice to take all commercially reasonable efforts to prevent further access to the applicable Materials by Users.

Fees.

You agree to pay to the XYZ the current subscription fee detailed at enrollment or otherwise provided on the Website, including the then-current fee during any renewal term. The XYZ reserves the right, without prior notice, to suspend your use of the Materials if owed fees are past due.

Term and Termination.

The initial term ("Term") of this Agreement will be for the period corresponding to the subscription fee that you have paid. The Term will automatically extend for additional renewal periods for which you subsequently pay the then-current subscription fee. This Agreement and your and your Users' right to access and use the Materials will automatically expire at the end of the Term. The XYZ may terminate this Agreement by giving notice to you if you or one of your Users materially breaches any provision of this Agreement. Upon termination of the License for any reason, you and your Users shall immediately cease all further use and distribution of the Materials. The following rights and obligations shall survive any termination: (a) any obligation that matured prior to the effective date of the termination or expiration; and (b) Sections 7(b), 8, 9, 10 and 11.

Trademarks and Approvals.

You are authorized to use the XYZ's trademarks, logosand brand names (the "XYZ Trademarks") only in connection with reproducing any such XYZ Trademarks as incorporated in the Materials. You may not make any other uses of the XYZ Trademarks, including uses in promotional and marketing materials, advertising, and web pages, without the XYZ's prior written approval, to be granted in the XYZ's sole discretion. You agree not to distribute, display or publish any such materials without such approval. You acknowledge that the XYZ is the sole and exclusive owner of the XYZ Trademarks and that any use by you shall inure solely to the benefit of the XYZ. Upon termination of this Agreement for any reason, you agree to cease use of the XYZ Trademarks.

Proprietary Rights.

As between you and the XYZ, title to and ownership of the Materials and all materials and data provided by the XYZ in connection with this Agreement, any materials or other derivative work based on or derived therefrom or improvements thereto, and all copyrights and associated intellectual property rights, will belong to the XYZ. To the extent that any such items are not deemed a work-made-for-hire or you otherwise retain rights therein, you agree to and hereby grant, assign and convey to the XYZ all of your right, title and interest, if any, in such items and in all patents, copyrights and other intellectual property rights therein. You agree to cooperate fully with the XYZ for the purpose of securing, reserving and protecting the XYZ's rights in such items, including executing any documents requested by the XYZ. The only rights to the Materials granted to you are the rights to use the Materials in accordance with the License and all rights not specifically granted herein are reserved by the XYZ. You acknowledge and agree that at all times the Materials, including any portion or alteration of the Materials and any derivative work based on the Materials, shall belong to the XYZ and may only be used in accordance with the terms of this Agreement.

Disclaimer of Warranties.

Although the XYZ believes the information in the Materials to be accurate and timely, because of rapid advances in the field of pediatrics medicine and our reliance on information provided by outside sources, the XYZ and its Providers make no warranty or guarantee concerning the content of the Materials, including the accuracy or reliability of the content in the Materials, or on other sites to which we link. When clinical matters are discussed, the opinions presented are those of the discussants only. The material discussed in the Materials is not intended to present the only or necessarily the best pediatric method or procedure, but rather presents the approach or opinion of the discussant. You acknowledge that the recommendations and information in the Materials do not indicate an exclusive course of treatment or serve as a standard of medical care. You and your Users assume full responsibility for the appropriate use of medical information contained in the Materials, and you agree to hold the XYZ and its Providers harmless from any and all claims or actions arising from you or your Users' use of the Materials in accordance with Section 10(e). THE MATERIALS AND WEBSITE AND THE INFORMATION, SOFTWARE, AND OTHER MATERIAL AVAILABLE ON OR ACCESSIBLE THEREFROM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES REGARDING TITLE, NONINFRINGEMENT, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE MATERIALS, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH THE XYZ AND ITS PROVIDERS DISCLAIM. If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO A PERIOD OF SIXTY (60) DAYS FROM THE DATE THE MATERIALS ARE FIRST ACCESSED BY YOU. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

Limitation of Liability and Damages.

The XYZ shall indemnify, defend and hold you, and your affiliates, and Users harmless from and against any loss, damage, costs, liability and expenses (including reasonable attorney fees) arising out of any legal action taken against such entities claiming that the Materials used as contemplated by this Agreement infringe the U.S. copyright or any other U.S. proprietary or intellectual property rights of any person. The XYZ shall have no obligation under this Section for any such claims, actions or losses which are based upon: (i) you or your Users' use of the Materials in a combination with materials or products not supplied by the XYZ which violate the rights of third parties, (ii) the modification of the Materials or the use or distribution of such modified content, or (iii) use of the Materials in a manner other than that permitted herein. UNDER NO CIRCUMSTANCES SHALL THE XYZ OR ITS PROVIDERS BE LIABLE TO YOUR OR ANY AUTHORIZED USER OR OTHER PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, PERSONAL INJURY/WRONGFUL DEATH OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE MATERIALS OR WEBSITE, YOUR RELIANCE ON OR USE OF THE INFORMATION PROVIDED IN THE MATERIALS, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE XYZ OR ITS PROVIDERS OR AGENTS KNOWS OR HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE XYZ OR ITS PROVIDERS BE LIABLE TO ANY PARTY FOR ANY ADVERSE CONSEQUENCES ARISING FROM INDEPENDENT APPLICATION OF THE CONTENT OF THE MATERIALS TO PARTICULAR CIRCUMSTANCES NOR FOR YOUR OR YOUR USERS' RELIANCE ON THE WEBSITE OR MATERIALS FOR ANY PURPOSE. EXCEPT FOR CLAIMS BROUGHT PURSUANT TO SECTION 10(a), THE XYZ'S AND ITS PROVIDERS' LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE MATERIALS, SHALL NOT IN THE AGGREGATE EXCEED THE FEES PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO THE CLAIM.

Except as to those matters for which the XYZ is obligated to indemnify you under Section 10(a), you agree to indemnify, defend and hold the XYZ and its Providers and agents harmless from and against any loss, damage, costs, liability and expenses (including reasonable attorney fees) arising out of your or your Users' use of the Materials, including any claim or legal action taken against the XYZ or its Providers or agents related to or in any way connected with (i) any use of the Materials by Users or (ii) any failure by you to perform your obligations in relation to this Agreement.

General.

Force Majeure. Except for your obligations hereunder to pay the XYZ, neither party shall be responsible for delays or failures in performance resulting from acts or circumstances beyond the control of such party, including, without limitation, acts of God, strikes or other labor disputes, riots, acts of war, malfunction of portions of the Internet or another third party network, governmental regulations promulgated after the effective date of this Agreement, communication line failures, power failures, equipment failures, fires or other disasters, and acts of third parties including hackers and crackers. Changes to this Agreement. The XYZ reserves the right to change or modify this Agreement at any time by presenting you with a new set of terms before you access the Materials. Following your agreement to such modified Agreement, this Agreement shall be of no further effect and the modified agreement shall control. In the event you refuse to agree to any such new agreement, the XYZ will, if requested, refund any unearned portion of your subscription fee. Political Activities. The XYZ is a Section 501(c)(3), not-for-profit corporation, and as such, does not participate in any political activities. You are prohibited from participating in political activities while using the Materials or the Website. Governing Laws and Venue. This Agreement will be governed by the laws of the State of Illinois applicable to contracts made and to be performed in that state. The parties hereby submit to the exclusive jurisdiction of the federal and state courts located in Cook County, Illinois, U.S.A. to resolve disputes related to this Agreement or the Materials. Waiver and Severability. A waiver of any breach or default under this Agreement shall not constitute a waiver of any other right arising out of any subsequent breach or default. Either party's failure to enforce any term of this Agreement shall not constitute a waiver of any rights to enforce subsequent breaches. If any term of this Agreement is held to be invalid, the parties agree that such invalidity will not affect the remaiing terms.

Notice. Any notice required under this Agreement shall be in writing and sent to the other party's address shown on the Website or provided during enrollment, or such other address as may be provided by each party from time-to-time. Notices shall be effective when received.

Assignment.Neither party may assign this Agreement to any third party without the prior written consent of the other party. Entire Agreement. This Agreement and any attachments represent the entire agreement between the parties and supersede any previous contemporaneous oral or written agreements, commitments, representations or communications regarding the subject matter of this Agreement. Any modification to this Agreement must be in writing and signed by a duly authorized agent of both parties. Signed facsimile copies of this Agreement, and attachments will legally bind the parties to the same extent as original documents. Privacy and Compliance with Law. Each party shall comply with all applicable laws and regulations in exercising its rights and performing its obligations hereunder. Collection and use of personal information in connection with the Website is subject to the XYZ's privacy policy posted on such Website. Despite any representations concerning privacy, the XYZ reserves the right to disclose without notice to you any information in our possession if required to do so by law or upon a good-faith belief that such action is necessary to comply with the law, to protect or defend our rights or property, or to respond to an emergency situation.