This document was last updated on April 23, 2001.


TERMS AND CONDITIONS OF USE

1. ACCEPTANCE OF TERMS

Welcome to Echocareers.com This agreement ("Agreement") is between the American Society of Echocardiography ("ASE", "we" or "ours"), Atlantic Interactive (Echo-Web) and you and your agents ("you" or "yours") for the use of this web site (the "Site"). This Agreement includes any guidelines or rules posted and updated on the Site by Atlantic Interactive from time to time. By using the Site, you agree to this terms and conditions Agreement. You can review the most current version of this Agreement at any time at http://www.echocareers.com/html/terms.htm.

2. OWNERSHIP OF SITE AND RESTRICTIONS ON USE OF CONTENT

The Site is owned by ASE and Atlantic Interactive (Echo-Web). You acknowledge that this website may contain information, communications, software, photos, text, video, graphics, music, sounds, images and other material and services (collectively "Content"), which is generally provided by ASE or by licensors of ASE, and/or Atlantic Interactive. You agree and acknowledge that, notwithstanding that ASE and Atlantic Interactive permit access to the Content, the Content or its use or the use of this Site is protected by patents, copyrights, trademarks, and other proprietary rights (including intellectual property rights), that these rights are valid and protected in all media now existing or later developed, and that except as specifically provided in this Agreement, your use of the Content shall be governed and constrained by applicable patent, copyright, trademark and other intellectual property laws. Modification or use of the Site and/or the Content for any commercial purpose is a violation of patent, copyright and other proprietary rights owned by ASE and third parties. In addition to ASE's and its licensors' rights in individual elements of the Contents, ASE and Atlantic Interactive own a copyright in the selection, coordination, arrangement and enhancement of the Content. You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website, or in any other way exploit the Site and/or any of the Content, in whole or in part.

3. PRIVACY POLICY

Our Privacy Policy may be viewed at www.echocareers.com/html/privacy_guidelines.html. The terms and conditions of the Privacy Policy are hereby incorporated by reference herein.

5. DISCLAIMER OF WARRANTIES

THE USE OF THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ASE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ASE MAKES NO WARRANTY THAT THE SITE AND/OR ANY CONTENT THEREIN WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE AND/OR ANY CONTENT THEREIN WILL BE ACCURATE OR RELIABLE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SITE IS TO CEASE USING THE SITE.

6. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER ASE NOR ATLANTIC INTERACTIVE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS, OR OTHER LOSSES (EVEN IF ASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR INABILITY TO USE THE SITE, (ii) THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCTS AND/OR SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES OBTAINED OR WHICH YOU WERE UNABLE TO OBTAIN OR TRANSACTIONS EFFECTED OR FAILED TO BE EFFECTED, (iii) ANY LINK PROVIDED IN CONNECTION WITH THE SITE, (iv) THE ACCURACY OF ANY MEDICAL OR OTHER CONTENT ON THE SITE OR THE APPRORPIATENESS OF ANY INDIVIDUAL MEDICAL DIAGNOSIS OR TREATMENT BASED ON THE CONTENT ON THE SITE OR (v) ANY MATTER OTHERWISE RELATED TO YOUR USE OF THE SITE.

7. YOUR CONDUCT ON THE SITE

In the event that ASE and Atlantic Interactive permits you to upload, post, e-mail or otherwise transmit content, data, information or other materials (collectively, "User Content") for display on the Site otherwise, you will be responsible for all such User Content that you upload, post, email or otherwise transmit using the Site. Likewise, you are responsible for complying with all third party rights with respect to all such User Content that appears on the Site and not to download, email or otherwise transmit such User Content in violation of such third party's rights. By submitting User Content to Echocareers, you automatically grant, or warrant that the owner of such Content has expressly granted, the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such User Content.

You are expressly prohibited from placing any message in any User Content or any product, good or service or otherwise transmitting through or posting on the Site (including in any e-mail message or any chat board posting) any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racial, ethnic or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law (collectively, "Prohibited Conduct"). Prohibited Conduct expressly includes any transmission to people or other entities on mailing lists that you do not have full rights to use. You agree and acknowledge that neither ASE nor Atlantic Interactive is responsible or liable to you or any other party or user of the Site for any Prohibited Conduct by you or any other party or user of the Site.

You may not collect or store personal data of other users of the Site without the prior, written permission of such user(s).

You may not directly or indirectly, intentionally disrupt or interfere with the Site in any manner that may adversely affect ASE, Atlantic Interactive or any user of the Site.

You may not upload, post, email or otherwise transmit any material that contains software viruses or any other code, files or programs designed or known to disable, interrupt, or limit the functionality of any computer hardware, computer software, or telecommunications equipment or facilities.

8. YOUR WARRANTIES

By your use of the Site, you represent and warrant that you have all the rights necessary to receive, use, transmit and disclose all data that you use in any way with the Site. You further represent and warrant that your and your employees and agents use of the Site and of any data input into or generated by the Site shall comply with all applicable laws, regulations and ordinances. You agree and acknowledge that you are solely responsible for any liabilities, fines, penalties or forfeitures occasioned by any such violations or lack of rights.

9. YOUR RESPONSIBILITIES

You further agree and acknowledge that you are solely responsible for inputting and retrieving data using the Site, and for the accuracy and adequacy of information and data furnished using the Site. You have full responsibility for the care and well being of patients and any reliance on the Site shall not diminish that responsibility. You are responsible for establishing such procedures as you deem appropriate in your professional judgment to verify the accuracy of data transmitted hereunder and to provide backup procedures for any loss of data or unavailability of the Site. You acknowledge and agree that by providing the Site hereunder, neither ASE nor Atlantic Interactive (Echo-Web) is rendering medical or other health care services or engaged in the practice of medicine and shall not be liable to any party for any act or failure to act relating thereto, in addition to any limitation of liability provisions contained in this Agreement.

10. DISCLAIMER OF CONTENT

You understand and acknowledge that ASE and Atlantic Interactive assume no responsibility to screen or review Content and/or User Content that is originated by parties other than ASE and/or Atlantic Interactive, and that ASE and Atlantic Interactive shall have the right, but not the obligation, in its sole discretion to review, refuse, monitor, edit or remove any Content and/or User Content that is available on the Site. ASE and Atlantic Interactive expressly disclaim all responsibility or liability to you or any other person or entity for the performance or nonperformance of such Content and/or User Content review. YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME ALL RISK ASSOCIATED WITH THE USE OF ANY AND ALL CONTENT AND/OR USER CONTENT.

11. DISPLAY OF PRODUCTS

We use commercially reasonable efforts to ensure that the colors, design and details of the products displayed on the Site are accurate. However, we cannot and do not guarantee that the colors, font types, design, paper stock and/or detail, as displayed by your monitor, will be accurate and we assume no responsibility whatsoever for such difference in color, design and details.

12. YOUR SUBMISSIONS

If you contact ASE or Atlantic Interactive with information including, without limitation, feedback data (e.g., questions, comments, suggestions or the like) regarding the Site, the content of the Site or any item on the Site (collectively, "User Feedback"), the User Feedback shall be deemed to be non-confidential and ASE or Atlantic Interactive shall have no obligation of any kind with respect to the User Feedback. In addition, you agree and acknowledge that ASE shall be free to reproduce, use, disclose, display, exhibit, transmit, perform, create derivative works and distribute the User Feedback to others without limitation, and to authorize others to do the same. Further, ASE and Atlantic Interactive shall be free to use any ideas, concepts, know-how or techniques contained in the User Feedback for any purpose whatsoever, including, without limitation, developing, manufacturing and marketing products and other items incorporating the User Feedback. Neither ASE nor Atlantic Interactive shall be liable or owe any compensation for the use or disclosure of the User Feedback.

13. LINKS

The Site may provide, or third parties may provide, links to other web sites. You acknowledge and agree that such links are provided for your convenience and do not reflect any endorsement by ASE or Atlantic Interactive with respect to the provider of such linked site or the quality, reliability or any other characteristic or feature of such linked site and neither ASE nor Atlantic Interactive is responsible in any manner (including without limitation with respect to any loss or injury you may suffer) for any matter associated with the linked site, including without limitation, the content provided on or through any such linked site or your reliance thereon. ASE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY LINKED SITE. YOUR USE OF ANY LINKED SITE IS SOLELY AT YOUR OWN RISK. In addition, you should be aware that your use of any linked site is subject to the terms and conditions applicable to that site, including the privacy policies (or lack thereof) of such site.

14. JURISDICTIONAL ISSUES

Unless otherwise specified, the materials, information, products and services available on the Site are solely available in or applicable to the United States, its territories, possessions and protectorates. ASE and Atlantic Interactive make no representation that materials or information in this Site, or the products and services available on the Site, are appropriate or available for use outside the United States. Those who choose to access the Site from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Software from the Site is further subject to United States export controls. No software from this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

15. INDEMNITY

You agree to defend, indemnify and hold ASE, its subsidiaries, affiliates, officers, directors, employees and agents, as well as Atlantic Interactive harmless from and against any third party claim, action or demand ("Claim") and all liabilities and settlements related thereto, including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of the Site and/or its Content and/or User Content. ASE shall provide notice to you promptly of such Claim and shall reasonably cooperate with you, at your expense, in your defense of any such Claim.

16. TRADEMARK INFORMATION

ASE is a trademark of ASE. Other trademarks are owned by ASE or its affiliated entities or are used with the permission of their respective owners. You agree not to use or display trademarks without the prior written consent of ASE or the owner of such mark.

17. Intellectual Property Policy

ASE reserves the right to terminate this Agreement in appropriate circumstances if you infringe upon the intellectual property rights of any third party. Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2), ASE's designated agent for notice of alleged copyright infringement in connection with the Website is:

Dina Ross
McDermott, Will & Emery
227 W. Monroe
Chicago, IL 60606
ph: 312-984-6477
fx: 312-984-7700
dross@mwe.com

To file a notice of infringement with ASE, the requirements specified in Title II of the Digital Millennium Copyright Act of 1998 must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website, located at http://lcweb.loc.gov/copyright/.

18. MISCELLANEOUS

You understand and agree that ASE and Atlantic Interactive may from time to time establish and revise practices and limitations concerning the Site and your use of the Site. You agree that ASE shall have no liability for the deletion or failure to store any messages and other communications or other Content or User Content maintained on the Site or transmitted using the Site. This Agreement constitutes the entire agreement between you and ASE and governs your use of the Site. You also may be subject to additional terms and conditions that may apply when you use third party content or Site available through the Site. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. You and ASE and any of its affiliates, employees, contractors, officers, or directors agree that this Agreement and the relationship between you and ASE will be governed by the laws of the State of North Carolina, without respect to its conflict of laws provisions and that venue with respect to any dispute between you and ASE will rest exclusively in the state and federal courts located in the State of of North Carolina. The failure of ASE to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or condition. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Site or this Agreement must be filed within one year after such claim or cause of action arose. ASE may provide notice to you by email or regular mail. The Site may also provide notice of changes to this Agreement at any time and from time to time by displaying notices to you on pages of the Site. The section titles of this Agreement are merely for convenience and will not have any effect on the substantive meaning of this Agreement.