MEDEM USER TERMS OF SERVICE

Revised January, 2007

Medem provides this Web site and the services associated therewith, including the Secure Messaging Services, (Online Consultation, Educational Programs, and Secure Pay), and the iHealthRecord service, subject to compliance with the notices, terms, and conditions set forth below and elsewhere on this Web site (including but not limited to our Privacy Policy.) BY ACCESSING OR USING MEDEM SERVICES, INCLUDING THIS WEB SITE, YOU AGREE TO BE BOUND BY THE PROVISIONS OF SUCH NOTICES, TERMS, AND CONDITIONS.

This Web site is not a substitute for professional medical advice. Materials available through this Web site are for informational purposes only. You should contact your physician if you have any questions about your medical condition, or if you need medical help. If you need emergency medical help, you should immediately call 911 or your physician.

The materials on this Web site are intended for the education of and use of adults only, and are not intended for presentation directly to children. Medem, its licensors, and its suppliers are not responsible for disclosures of content from this Web site to children.

We reserve the right to update or change these Terms of Service at any time, with or without notice, and for any reason by posting the revised version on your physician's Medem Web site and Medem.com; therefore, we recommend you periodically visit this page and print the latest version of the Terms of Service for your records. For your information, the date of the last update to these Terms of Service is stated at the top of this document. You continued access or use of this site and any services contained therein as of the effective date of any such modification shall be deemed your continuing acceptance of these Terms of Service, as modified.

TABLE OF CONTENTS

MEDEM's INTELLECTUAL PROPERTY RIGHTS
MEDICAL DISCLAIMER/ASSUMPTION OF RISK
LEGAL REQUESTS
DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY
CONSENT TO ELECTRONIC COMMUNICATIONS AND TRANSACTIONS
NOTICES OF ALLEGED INFRINGEMENT OF COPYRIGHT
GOVERNING LEGAL PROVISIONS

1.	MEDEM's INTELLECTUAL PROPERTY RIGHTS
	1.1.	Copyrights: All of the content of this Web site, including text, art, graphics, logos, button icons, images, pictures, audio clips, and software is the property of Medem, our members, partners, or content providers and is protected by U.S. and international copyright laws. Except as granted in the limited license below, any other use of such content, including modification, transmission, presentation, distribution, or republication is prohibited without the express prior written consent of Medem.
	1.2.	Trademarks: All trademarks, trade names, logos, brand names, and service marks of Medem, whether registered or unregistered, are the property of Medem and are protected by U.S. and international trademark laws. Except as granted in the limited license below, any use of these assets is prohibited without the express prior written consent of Medem. In no event may any such assets be used in connection with any product or service that is not Medem's, in any manner that is likely to cause confusion or in any manner that disparages or discredits Medem. All other trademarks, trade names, brand names, company names and/or logos appearing on this Web site are the property of their respective owners.
	1.3.	Patents: All patents and patent applications of Medem are the property of Medem and are protected by U.S. and international patent laws. Any use of these patented or patentable assets is prohibited without the express prior written consent of Medem.
	1.4.	Limited License: Subject to these Terms of Use, Medem grants you a limited, revocable, non-exclusive, and non-transferable license to download the material on this Web site solely for your personal, non-commercial use. If you violate any provision of these Terms of Service, your permission to access this Web site and to use such material automatically terminates and you must immediately destroy any copies you have made of any portion of such material.
	1.5.	Restrictions on Use: As a condition to your use of the Medem Web site and services, you agree you will not: (i) use the Medem Web site or services to infringe the intellectual property rights of others in any way; (ii) use the Medem Web site or services, or attempt to penetrate, modify or manipulate the Medem Web site or services or any of the hardware or software thereof, in order to: invade the privacy of, obtain the identity of, or obtain any personal information about any other user of the Medem Web site or services; (iii) attempt to access information that is not otherwise deliberately made available to you through the Medem Web site or services; (iv) modify, erase or damage any information contained on the computer of any user connected to the Medem Web site or services; or (v) reverse engineer any portion of the Medem Web site or services. This Web site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purposes not expressly permitted in writing by Medem.
	1.6.	Termination: Medem reserves the right to refuse service and terminate accounts, for reasons including, but not limited to, a belief by Medem, in its absolute discretion, that user conduct violates applicable law or is harmful to the interests of Medem, its members, partners, suppliers, or other users, or for any other reason, at Medem's sole discretion, with or without cause.
	1.7.	Third-Party Licenses: You agree that you will not upload or transmit any communication or content of any type that infringes or violates any rights of any person.

2.	MEDICAL DISCLAIMER/ASSUMPTION OF RISK
	2.1.	Medem is Not a Substitute for Medical Advice: THIS WEB SITE IS NOT DESIGNED TO, AND DOES NOT, PROVIDE MEDICAL ADVICE. All content, including text, graphics, images, and information, available on or through this Web site ("Content") is for general informational purposes only. The Content is not intended to be a substitute for professional medical advice, diagnosis or treatment. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE, OR DELAY IN SEEKING IT, BECAUSE OF SOMETHING YOU HAVE READ ON THIS WEB SITE. NEVER RELY ON INFORMATION ON THIS WEB SITE IN PLACE OF SEEKING PROFESSIONAL MEDICAL ADVICE.
	2.2.	Medem Not Liable: MEDEM IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER INFORMATION, SERVICES OR PRODUCTS THAT YOU OBTAIN THROUGH THIS SITE OR FROM YOUR PHYSICIAN WHO MAY ACCESS INFORMATION OR SERVICES THROUGH THIS SITE.
	2.3.	Confirm Information with Other Sources and Your Doctor: You are encouraged to confer with your doctor with regard to information contained on or through this Web site. After reading articles or other Content from this Web site, you are encouraged to review the information carefully with your professional healthcare provider.
	2.4.	Use of Medem Services with Your Doctor and Other Healthcare Providers: You agree and acknowledge that it is your responsibility to confirm with your physician or other healthcare providers that the web site and services you are using are provided by that healthcare practice. Medem is not responsible for ensuring the identity of any healthcare provider who is using Medem services or for ensuring that the healthcare provider is your healthcare provider.
	2.5.	No Endorsements: Medem does not recommend or endorse any specific tests, products, procedures, opinions, physicians, clinics, or other information that may be mentioned or referenced on this Web site. The advertisers who purchase banners or otherwise sponsor or support Medem and this Web site have no influence on the editorial content or presentation, and the posting of advertisements is not to be taken as an implied or express endorsement of any such product or service.
	2.6.	Rely At Your Own Risk: RELIANCE ON ANY INFORMATION ON THIS WEB SITE IS SOLELY AT YOUR OWN RISK.
	2.7.	Potentially Offensive Materials: This Web site may contain health or medical-related materials, which you may find to be sexually explicit or otherwise offensive. Medem, its licensors, and its suppliers accept no responsibility for such materials.

LEGAL REQUESTS
Medem cooperates with law enforcement inquiries as a matter of policy. We will use IP addresses and other available information to attempt to identify a user when we are legally compelled to do so or when we feel it is necessary to protect our services, sites, customers, or others.

4.	DISCLAIMERS OF WARRANTIES; LIMITATION OF LIABILITY AND LIQUIDATED DAMAGES YOU AGREE THAT YOUR USE OF THE MEDEM SITE IS ENTIRELY AT YOUR OWN RISK AND THAT ALL SERVICES OF MEDEM THAT MAY BE RENDERED THROUGH THE MEDEM SITE ARE PROVIDED "AS AVAILABLE" AND "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTIBILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. MEDEM DOES NOT WARRANT THAT ANY SERVICE PROVIDED THROUGH THE MEDEM SITE WILL BE UNINTERRUPTED OR ERROR FREE. NOR DOES MEDEM WARRANT THAT ITS SERVICES WILL BE FREE FROM COMPUTER VIRUS STRAINS. MEDEM'S SERVICES MAY INCLUDE INFORMATION, PRODUCTS, MATERIALS, AND OTHER SERVICES CONTAINED ON OR PROVIDED THROUGH THIS WEB SITE, INCLUDING ALL TEXT, GRAPHICS, LINKS, ANIMATION, JAVA SCRIPT, AND COOKIES. MEDEM AND ITS AFFILLIATED MEDICAL SOCIETIES HEREBY DISCLAIM ANY LIABILITY TO YOUR OR ANY OTHER PARTY FOR ANY BREACH OF ANY ALLEGED WARRANTY OF MEDEM, EVEN IF MEDEM OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. MEDEM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SATISFACTION OF GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS WITH REGARD TO THE CONTENT CONTAINED ON THIS WEB SITE OR THE PRODUCTS OR SERVICES SOLD OR ADVERTISED HEREIN. MEDEM MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY TREATMENT, ACTION, OR APPLICATION OF MEDICATION OR PREPARATION BY ANY PERSON FOLLOWING THE INFORMATION OFFERED OR PROVIDED WITHIN OR THROUGH MEDEM OR BY ANY PHYSICIAN MEMBER OF THE MEDEM NETWORK OR PHYSICIAN LOCATED THROUGH THE MEDEM NETWORK. MEDEM DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON THIS WEB SITE ARE ACCURATE, RELIABLE, COMPLETE, OR CURRENT.
		Limitation of Liability: MEDEM, ITS AFFILIATED MEDICAL SOCIETIES AND EACH RESPECTIVE ORGANIZATION'S DIRECTORS, MANAGERS, OFFICERS AND EMPLOYEES HEREBY DISCLAIM ANY LIABILITY TO YOU FOR THE USE OF THE MEDEM SERVICES AVAILABLE THROUGH THIS SITE AND FOR ANY CLAIMS RELATING TO ALLEGATIONS OF PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF SERVICE OR LOSS OF DATA, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS WEB SITE OR ANY SERVICE OFFERED THROUGH THIS WEB SITE OR ANY MATERIAL OR INFORMATION CONTAINED IN, ACCESSED THROUGH, OR PRODUCTS PURCHASED ON THIS WEB SITE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MEDEM IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF THE SAME. AS ANY ALLEGATION OF DAMAGES WOULD BE DIFFICULT IF NOT IMPOSSIBLE TO DETERMINE YOU AGREE THAT THE TOTAL LIABILITY OF MEDEM FOR ACTUAL DAMAGES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO MEDEM DURING THE TWELVE MONTHS PRECEING THE EVENT GIVING RISE TO SUCH ALLEGATIONS OF LIABILITY, OR IF NO AMOUNTS HAVE BEEN PAID BY YOU, ONE THOUSAND DOLLARS ($1,000). IN NO EVENT SHALL MEDEM, NOR ANY OF ITS MANAGERS, EMPLOYEES, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND. ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THIS WEB SITE OR ANY SERVICE, PRODUCT OR INFORMATION OFFERED OR PURCHASED THROUGH THIS WEB SITE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION. WHEN USING THE MEDEM SERVICES, INFORMATION WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF MEDEM AND ITS SUPPLIERS. ACCORDINGLY, MEDEM ASSUMES NO LIABILITY FOR OR RELATING TO THE DELAY, FAILURE, INTERRUPTION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION TRANSMITTED IN CONNECTION WITH USE OF THE MEDEM SERVICES.

CONSENT TO ELECTRONIC COMMUNICATIONS AND TRANSACTIONS
When you visit or use this site and the services associated with it or when you send emails to Medem, you are communicating with Medem or others electronically. When you use the Secure Messaging and Online Consultation services, you are communicating with your healthcare provider electronically. Medem will communicate with you by posting notices on this site, or by sending you email. Your healthcare provider will communicate with you by posting notices on your provider's site, or by using the Secure Messaging or Online Consultation services. You consent to these methods of electronic communication and consent to Medem's access to protected health information that may be contained in the electronic communications. You, Medem, and your healthcare provider each agree to conduct electronically the business, commercial, and healthcare transactions, if any and as applicable, in which you engage. You agree that all agreements, notices, records, disclosures and other communications that Medem or your healthcare provider provide to you electronically satisfy all legal requirements that such communications be in writing.

NOTICES OF ALLEGED INFRINGEMENT OF COPYRIGHT
Medem respects copyright law and expects our users to do the same. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holder's rights. Medem will terminate the accounts of users who are repeat infringers of the copyrights, or other intellectual property rights, of others. In addition, Medem reserves the right to terminate the account of a user upon any single infringement of the rights of others in conjunction with use of the Medem Web site or services.

In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office Web site), Medem will respond expeditiously to claims of copyright infringement committed using the Medem service that are reported to Medem's legal counsel (see contact information below). If you are a copyright owner, or authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, please report your notice of infringement by completing the following notice form and delivering it to Medem's legal counsel:

NOTICE OF ALLEGED INFRINGEMENT OF COPYRIGHT

Identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a representative list of the copyrighted works that you claim have been infringed using the Medem Web site or services:

Identification of the material that you claim is infringing:
Your street or mailing address, telephone number, and, if available, e-mail address:
I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law, i.e., fair use.
I hereby state that the above information in this Notice is accurate, and under penalty of perjury, that I am the copyright owner, or authorized to act on behalf of the owner of the copyright or of any exclusive right under the copyright.
Electronic or physical signature of the copyright owner or of a person authorized to act on behalf of the owner of the copyright or of any exclusive right under the copyright:

Full legal name:_______________________________

All claims of copyright infringement should be delivered to:

Legal Counsel
Medem, Inc.
100 Pine Street, 3rd floor
San Francisco, CA 94111
info@medem.com

7.	GOVERNING LEGAL PROVISIONS
	7.1.	Governing Law and Jurisdiction: These Terms of Service will be governed by California law for all purposes, including Web site and services use and product purchases, without regard to or application of choice of law rules or principles. You hereby consent to the jurisdiction and venue of the courts of California. You should be aware that some jurisdictions do not allow for the exclusion of certain warranties or the limitation or exclusion for incidental or consequential damages which are contained in this Agreement. By agreeing to be bound by these Terms of Service you may be waiving legal rights which could be available to you in another jurisdiction.
	7.2.	Third-Party Links: Medem does not endorse the content on any third-party Web sites. Medem is not responsible for the content or result of any dealings with third parties who advertise on this site. Your use of third-party Web sites is at your own risk and subject to the terms and conditions of use for such Web sites. Medem does not endorse any product advertised on this Web site nor does Medem endorse manufacturer or other claims about the efficacy of these products.
	7.3.	Export Laws: The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations, including but not limited to the Export Administration Act and the Arms Export Control Act, and not to transfer, by electronic transmission or otherwise, any materials or information derived from the Web site to either a foreign national or a foreign destination in violation of such laws.
	7.4.	Indemnification: You agree to indemnify, defend, and hold harmless Medem, its officers, directors, employees, agents, licensors, suppliers, and affiliates from and against any claims, actions or demands, liabilities, and settlements, including but not limited to, reasonable legal and accounting fees resulting from, or alleged to result from, your violation of these Terms of Service or any activity related to your account (including infringement of third parties' worldwide intellectual property rights or negligent or wrongful conduct) by you or any other person accessing Medem using your account.
	7.5.	International Laws: Medem is based in the State of California in the United States of America. Medem makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Medem content and services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
	7.6.	Entire Agreement: These Terms of Service and all other legal notices (including but not limited to the Privacy Policy) posted by Medem on this Web site constitute the entire agreement between you and Medem with respect to the use of the Medem Web site and services. Your use of the Medem services is also subject to the Medem Privacy Policy. In the event of a conflict in the terms of service relating to the various Medem services, this document will control. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software.
	7.7.	Waiver: Our failure to exercise or enforce any right or provision of the Terms of Service or other legal notices posted by Medem on this Web site shall not constitute a waiver of such right or provision. No waiver of any of these Terms of Service or of any other legal notices posted by Medem on this Web site shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
	7.8.	Severability: If any provision of the Terms of Service or of any other legal notices posted by Medem on this Web site is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service should remain in full force and effect.
	7.9.	Modification: Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service or of any other legal notice posted by Medem on this Web site.
	7.10.	Assignment: Medem may assign its rights and duties under this Agreement to any party at any time without notice to you and/or your approval.
	7.11.	Headings: The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
	7.12.	Notices: If you have questions or comments regarding this Web site, please contact us at info@medem.com, or by post at 100 Pine Street, 3rd Floor, San Francisco, CA 94111.