A.    Acceptance of these Terms

This website is owned and operated by Private Access, Inc., a California corporation (“Private Access” or “we” or “us”). Your use or access of the website is subject to these Private Access, Inc. Terms of Use (these “Terms”).  If you do not agree to these Terms, you are not permitted to use this website. If you choose to create an account on this website, you will also be asked to agree to the terms customized to the service provided by this website.

Our Privacy Statement, which is posted on the Site, is incorporated by reference into these Terms. 

B.    Authorized Use of the Site, Restrictions, and Disclosures

1.     You must be at least 18 years of age, legally competent, and a U.S. resident to use the website.

2.     You acknowledge and agree that we are not engaged in the practice of medicine, either through the website or associated services, and that the website is not a substitute for professional medical advice.  IF YOU HAVE ANY QUESTIONS ABOUT YOUR MEDICAL CONDITION OR NEED MEDICAL HELP, YOU SHOULD CONSULT WITH A HEALTHCARE PROVIDER.  WE HAVE NO RESPONSIBILITY TO PROVIDE MEDICAL ADVICE OR TO TAKE ANY MEDICALLY RELATED ACTION IN RESPONSE TO INFORMATION YOU PROVIDE ON THE WEBSITE.

3.     This website might contain health-related information that you may find to be sexually explicit or otherwise offensive. We will not be responsible for any impact of such materials upon you or others. 

4.     We do not assume responsibility to respond or take specific action in response to communications with us that are not in the English language. 

5.     We reserve the right to change the content on the website and to suspend or deny access to the website for maintenance or modifications.

6.     You agree to use the website in a manner consistent with all applicable laws, and solely for your own personal, non-commercial purposes.

7.     You agree not to post on the website any material that in the absence of express permission, would infringe on any third party’s rights, including copyright, intellectual property, privacy and publicity rights, unless you have the appropriate legal authority to use such material and, by your action in doing so, you grant us all necessary rights, free of royalty and reporting requirements.  You agree not to post any unlawful, disparaging, libelous, or otherwise objectionable content as reasonably determined by us.

8.     You agree not to use the Site in any manner that could damage, disable or impair the Site. You agree not to attempt to use the Site to gain unauthorized access to any other website or service, accounts not registered to you, or computer systems or networks.

9.     You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, sublicense, rent, lease, frame, reverse engineer, de-compile, disassemble, modify, translate, make any attempt to discover the source code, algorithms, or processes of the website, or create derivative works from, transfer, or otherwise use in whole or in part information, software, products or services obtained from the website, except for the purposes expressly provided therein, without our (and, if applicable, Related Parties’) prior written approval. If you download any information or software from the website, you agree that you will not remove or obscure any copyright or other notices or legends contained in any such information.

10.     You agree to not use our Trademarks and Service Marks (as defined herein) for any purpose including, but not limited to, use as metatags on other pages or sites on the World Wide Web without our (and, if applicable, our Related Parties’) express written consent.

11.     You agree to indemnify, defend and hold harmless Private Access and our Related Parties from all claims, liability, and costs (including attorneys’ fees) arising from your use of the website that violates these Terms.

E.     WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY

1.     THE PRIVATE ACCESS AGREEMENT WITH INDIVIDUAL USERS INCLUDES SPECIFIC WARRANTY, DISCLAIMER AND LIMITATION OF LIABILITY PROVISIONS THAT APPLY TO INDIVIDUALS WHO ACTUALLY CREATE AN ACCOUNT ON THIS SITE. IF YOU HAVE NOT CREATED AN ACCOUNT ON THE SITE, THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY TERMS IN THIS SECTION E SHALL APPLY TO YOU.

2.     WE PROVIDE THE WEBSITE “AS IS” AND WE DO NOT GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION ON THE WEBSITE. WE GIVE NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. WE EXCLUDE ANY IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT AND NON-INFRINGEMENT.

3.     YOU CANNOT RECOVER ANY DAMAGES FROM US RELATED TO YOUR USE OF THE WEBSITE, INCLUDING ANY DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES. THIS LIMITATION APPLIES EVEN IF THIS LIMITATION DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES, OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES.

4.     CERTAIN JURISDICTIONS LIMIT DISCLAIMERS OF WARRANTIES OR LIMITATIONS ON LIABILITY.  IN SUCH JURISDICTIONS, YOU MAY HAVE ADDITIONAL LEGAL RIGHTS, AND THE PROVISIONS OF THESE TERMS WILL BE IN FORCE TO THE FULLEST EXTENT PERMITTED BY LAW.

F.     Intellectual Property Rights

Subject to our Privacy Statement and applicable law, all right, title and interest in this website and any content contained herein is our exclusive property or, where applicable, that of our Related Parties and other third party users. “Related Parties” means our licensors, licensees, vendors, suppliers, officers, directors, owners, employees, agents, contractors, and other representatives.

Private Access, PrivateAccess.com, the Private Access logo and other Private Access trademarks and service marks referenced herein, including but not limited to PrivateAccess™, PrivateAccess.com™, PrivacyLayer™, Privacy Assured™, RecordsAgent®, RecruitSource®, RecordsValet™, TrialsFinder®, the phrase “Creating an environment of trust™” and the Privacy Assured shield (collectively, the “Trademarks and Service Marks”) are our trademarks and service marks. Other trademarks and service marks used on the Site are the property of third parties.

You may use the website in accordance with these Terms.  Except as expressly provided herein or stated in writing by us and, if applicable, our licensors, no other license is granted expressly or impliedly by estoppel or otherwise under any patent or copyright or to use any trademark, service mark, trade secret or other intellectual property of Private Access, Inc. or any other party. Portions of our website may be covered by patents.

G.  Governing Law, Dispute Resolution, and Jurisdiction

All matters relating to the website or our services will be governed by the laws of California, without regard to conflicts of laws provisions.

If you have a complaint, inquiry, or dispute (collectively, a “dispute”) regarding any aspect of the website or our services, you are encouraged to bring it to our attention, using the procedures shown on the website for contacting us. If we are unable to resolve the dispute ourselves, either you or we may submit the dispute to final and binding arbitration in Orange County, California, in accordance with the rules and procedures of the American Arbitration Association, with each party being responsible for its own costs and fees, and the joint costs of arbitration to be shared equally by the parties.

By agreeing to arbitration in these terms, You and We understand that both parties are relinquishing any right to pursue claims or have disputes resolved in a court of law, to compulsory discovery, or to the appeal of any adverse arbitration decision.

Any cause of action either party may have must be commenced within one year after the claim or cause of action arises or is actually known or should have reasonably been known to the disputing party. To the fullest extent permitted by applicable law, no arbitration or claim under these Terms may be joined to any other arbitration or claim, including any arbitration or other legal proceeding involving any other current or former user of the website, and no class action proceedings will be permitted. Notwithstanding any other provision in these Terms, each of the parties will be allowed to apply for injunctive relief.  The parties agree that the jurisdiction and venue for such action seeking injunctive relief will be the courts of the county in which our principal place of business is located, or federal district court for the district in which our principal place of business is located.  The parties further agree that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or ruling, or in any other manner provided by law. 

H.    Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied and is accessible on this Site in a way that constitutes copyright infringement, please write to our Copyright Agent at our headquarters at the address shown here or email us at LegalDept@PrivateAccess.com. The requirements for what you must include in your notice are in the Digital Millennium Copyright Act, 17 U.S.C. § 512.

I.     Other

Any failure or delay by either party to enforce any part of these Terms will not constitute a waiver of that party’s rights under these Terms. We have no responsibility for any third-party websites not operated by us to which our Site may be linked. These Terms constitute the entire agreement and supersede any prior agreement or communications between you and us regarding the website. If you have any questions about these Terms, please contact us at LegalDept@PrivateAccess.com.

J.             Right to Change Terms

We reserve the right to change these Terms at any time.  Your continued use of the website after the effective date of the revisions constitutes your acceptance of the new Terms.

Copyright © 2009. Private Access, Inc. All rights reserved.

Version: June 23, 2009