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Formative Assessment and Development Portal

Terms of Use and Privacy Policy

MEDFAD LLC IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY ACCESSING THIS SITE, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN MEDFAD IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICES PROVIDED BY THIS SITE AND YOU HAVE NO RIGHT TO DO SO.

MEDFAD SUBSCRIPTION AGREEMENT

1.Parties. All references to “Customer” or “you” means you, an individual. All references to "we", "us", "our", means MedFAD LLC. All references to the “Site” means any website that you are authorized to access located within the medfad.com domain or subdomain (e.g., https://univ.medfad.com ). This Agreement includes these Terms of Use and Privacy Policy, which are incorporated into this Agreement and accessible via link on the Site’s home page. If there is any conflict between these Terms of Use or the Privacy Policy, the order of precedence will be these Terms of Use and then the Privacy Policy.

2.Users.“User” or “Users” means end user(s) that Customer has authorized to access the Site.

3.User Data. “User Data” means information posted by Users on the Site or the Services (defined below), such as learning goals, field notes and trainee milestone progress ratings.

4.MedFAD Administrators “MedFAD Administrator” means a User who is (i) authorized by Customer to manage access to the Site by other Users, and (ii) responsible for data management functions such as backing up data related to your account and correcting data exceptions.

5.MedFAD Maven. “MedFAD Maven” means a User who is responsible for providing first level support to Users regarding the use of the Site.

6.Subscription Services Subscription services provided under this Agreement include access to the MedFAD online formative assessment and development site ("Services"). The Services include access to functionality that enables Users who are trainees and medical educators to record, share and review information related to the trainees’ progress in developing competencies as medical professionals. Examples of this information are trainee learning goals, competency definitions, field notes and milestone achievement. The Services may also include access to content to help medical educators enhance their own effectiveness as instructors. We reserve the right to update and modify the Services from time to time.

7.Subscription Use and Restrictions Subject to the terms and conditions of this Agreement, you may access and use the Services only for your own internal purposes. All rights not expressly granted in this Agreement are reserved by us and our licensors.

7.1. You will be granted authorized login IDs for each individual User of the Services. Users may not share login IDs and you agree not to use the Services in excess of your authorized number of Users. You agree not to access or attempt to access the Site: (i) by any means other than through the interface we provide, and (ii) through any automated means.

7.2. You may not: (i) resell, sublicense, transfer, assign, or distribute the Site, the Services or any content made available by us; (ii) modify or make derivative works based upon the Site, the Services or any content made available by us;(iii) "frame" or "mirror" the Site or any portion of it, the Services or any content on any other server or Internet-enabled device; or (iv) reverse engineer, decompile, or disassemble the Services or their enabling software for any purpose.

7.3. You may not use the Site or Services or our servers in violation of any law or the rights of any other person, or for any purpose that we deem to be objectionable.

8.User-Related Responsibilities Each User must have a unique login ID and password. Users are responsible for maintaining the confidentiality of their login ID, password, and User Data in compliance with all applicable laws, including confidentiality restrictions associated with the Family Education Rights and Privacy Act (“FERPA”). You agree you are not authorized to and will not upload or record any information that could be used to identify a patient (“personally identifiable information” or “PII,” as defined by the Health Information Privacy and Portability Act (“HIPPA”)) in or on the Site or Services. We retain the right to suspend or terminate, at our discretion, a User’s access to the Site and the Services if a User (i) shares their login ID and password with another person, or (ii) accesses information on the Site in violation of FERPA privacy restrictions, or (iii) posts any patient-related PII to the Site or the Service, or (iv) otherwise violates or breaches this Agreement. You agree to immediately notify us of any unauthorized use of any User’s login ID, password, or account or any other security breach of which it becomes aware.

9.How We Treat User Data We treat all User Data that could be used to identify a specific User (i.e., User PII) as confidential. You agree that we may incorporate User postings, containing no references to specific Users, to enhance the Site and the Services and/or in connection with the development and offering of new products and services. We have no obligation to monitor information posted to the Site or Services or to exercise any editorial control over such posts; however, we reserve the right to review such posts and to remove any material that, in our sole judgment, is not appropriate. Posting, transmitting, promoting, using, distributing or storing content that could subject us to any legal liability, whether in tort or otherwise, or that is in violation of FERPA or any other applicable law or regulation, or otherwise contrary to commonly accepted community standards, is prohibited. You agree not to post or otherwise use on the Site or Services in violation of copyright, trademark, trade secret, nondisclosure or confidentiality agreements, or other intellectual property or privacy rights of any third party. You agree not to post any information or material that is obscene, libelous, defamatory, or constitutes a threat to any person.

10. Backing Up User Data MedFAD Administrators will have access to User Data stored in the Services so that they can perform data management functions, including download of User Data for backup purposes. You agree to manage this activity in compliance with your own data management needs and policies, and in compliance with all applicable laws, including FERPA.

11. Ownership. The material provided on the Site and via the Services is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights in this material are owned by us and others. Except for the limited rights granted in this Agreement, all other rights are reserved by us.

12. Customer Feedback By submitting ideas, suggestions, documents, or proposals ("Contributions") to MedFAD through the Site, the Services or any feedback webpage, or by any other means, you represent and agree that: (a) the Contributions do not contain confidential or proprietary information; (b) MedFAD is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) MedFAD will be entitled to use or disclose (or choose not to use or disclose) the Contributions for any purpose, in any way, in any media, worldwide; (d) MedFAD may have something similar to the Contributions already under consideration or in development; (e) you irrevocably and non-exclusively license to MedFAD rights to exploit your Contributions however we choose; and (f) you are not entitled to any compensation or reimbursement of any kind from MedFAD under any circumstances.

13. Email Technical Support We will answer questions regarding the use of the Services by email during our normal business hours. At our discretion, we may escalate the issue to provide active technical support as described below, at no cost to you.

14. Active Technical Support. Users may request support from us only through the MedFAD Administrator designated by the entity that provides you with your account access.

15. Termination at Will. We may terminate this Agreement without cause. If we do so, your access will terminate on the effective date of termination

16. Termination for Cause. You agree that we may terminate your account and access to the Site and the Services for cause without prior notice, upon the occurrence of any one of the following: (i) any material breach of this Agreement, including any failure to pay fees as they become due or any unauthorized use of the Site or Services, or (ii) requests by law enforcement or other government agencies. Termination of your account includes (i) removal of access to all Services, and (ii) deletion of your login data, passwords, User Data (except that we may continue to use it after termination as provided in Section 8) and all related information. Further, you agree that all terminations will be made in our sole discretion, and that we will not be liable to you or any third-party for any termination of your account or access to the Site or the Services.

17. Warranty Disclaimers THE SITE, THE SERVICES AND ANY CONTENT OR OTHER INFORMATION OR MATERIALS ARE PROVIDED "AS-IS", AND NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SITE, THE SERVICES OR ANY CONTENT OR OTHER INFORMATION OR MATERIALS. WE AND OUR LICENSORS SPECIFICALLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE SITE, THE SERVICES AND ANY CONTENT OR OTHER INFORMATION OR MATERIALS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. WE AND OUR LICENSORS DO NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES, ANY USER DATA OR ANY CONTENT OR OTHER INFORMATION OR MATERIALS: (A) WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (C) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THESE DISCLAIMERS CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. NO PURCHASE OR USE OF THE ITEMS OFFERED BY THE SITE IS AUTHORIZED HEREUNDER EXCEPT UNDER THESE DISCLAIMERS. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW, THEN ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

18. Limitation of Liability IN NO EVENT WILL OUR AND OUR LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED $100. IN NO EVENT WILL WE OR OUR LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE OR SERVICES, INCLUDING THE USE OR INABILITY TO USE THE SERVICES OR THE SITE, OR FOR ANY CONTENT OR OTHER INFORMATION OR MATERIALS OBTAINED FROM OR THROUGH THE SERVICES OR THE SITE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF WE OR OUR LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Indemnification. You agree to indemnify us and hold us harmless for all damages, losses and costs (including reasonable attorneys’ fees and costs) related to all third party claims, charges, allegations and investigations, arising out of (1) your failure to comply with this Agreement, including your submission of content, data, information or materials that violates third party rights or applicable laws, (2) failure of any User to comply with the Terms of Use and Privacy Policy, and (3) any activity by Users on the Site.

20. MedFAD Confidential Information You agree that all non-public information that we provide regarding the Site or the Services, including our pricing, marketing methodology and business processes, is our proprietary and confidential information. You agree to use this information only for purposes of exercising your rights under and while in strict compliance with this Agreement, and you agree not to use or disclose this information for any purpose without our prior written consent, which may be granted or withheld in our sole discretion.

21. Intended For Use Only In The United States The Site and the Service are intended for use and access by you only from within the United States. Any personal information which we may collect on this site will be stored and processed in our servers located only in the United States. We do not represent that the Site or the Service is appropriate for use from any other location and you are not authorized to use or access the Site or the Service from any other location. If you do access or use the Site or Service in violation of this restriction or post or upload any PII to the Site or the Service, without limitation of any other term of this Agreement, you consent to the transfer of such PII to the United States

22. Export Control The Site provides Services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. You acknowledges and agrees that the Site and Services will not be used in, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to, countries to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. You represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

23. Defamation; Communications Decency Act Notice This site is a provider of "interactive computer services" under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation and other claims arising out of any postings to this site by third parties is limited as described therein. We are not responsible for content or any other information posted to this site by any User. We neither warrant the accuracy of such postings or exercise any editorial control over such posts, nor do we assume any legal obligation for editorial control of content posted by third parties or liability in connection with such postings, including any responsibility or liability for investigating or verifying the accuracy of any content or any other information contained in such postings.

24. Monitoring Without limitation of anything else in this Agreement, we reserve the right to monitor your access and use of the Site and the Service without notification to you. We may record or log your use as described in our Privacy Policy.

25. User Access Removal You agree that any breach of these Terms of Use or Privacy Policy by a User will be grounds for us removing their access privileges without any refund or compensation.

26. Security You will be solely responsible for acquiring and maintaining technology and procedures for maintaining the security of your connection to the Internet. We will implement reasonable and appropriate security procedures consistent with generally recognized industry standards to protect data from unauthorized access by physical and electronic intrusion; provided, however, unless resulting from our failure to perform the forgoing obligations, you agree that we will not, under any circumstances, be held responsible or liable for situations (i) where data or transmissions are accessed by third parties through illegal or illicit means, or (ii) where the data or transmissions are accessed through the exploitation of security gaps, weaknesses, or flaws unknown to us at the time.

27. Notices. We may give notice to you by means of (i) a general notice in your account information, (ii) by electronic mail to your e-mail address on record in your registration data, or (iii) by written communication sent by first class mail or pre-paid post to your address on record in your registration data. Such notice will be deemed to have been given upon the expiration of forty eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email) or giving notice in your account information. You may give notice to us (such notice will be deemed given when received by us) at any time by any of the following: (a) by letter sent by confirmed facsimile to us at the following fax number, (877) 855-7937; or (b) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to us as follows: MedFAD LLC, 5727 17th Ave NE, Seattle, WA 98105, in either case, addressed to the attention of "President of the Company". Notices will not be effective unless sent in accordance with the above requirements.

28. Arbitration Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof will be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There will be one arbitrator, and such arbitrator will be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration will take place in Seattle, Washington, USA, and may be conducted by telephone or online. The arbitrator will apply the laws of the State of Washington, USA to all issues in dispute. The controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator will be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment will be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

29. Jurisdiction and Venue; Applicable Law The courts of King County in the State of Washington, USA and the U.S. District Court for the Western District of Washington will be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. The laws of the State of Washington, USA will apply to all issues in dispute, excluding its rules regarding conflicts of law.

30. Severability .   If any provision of this Agreement is declared invalid or unenforceable, such provision will be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision will not affect any other provision of this Agreement, and this Agreement will continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

31. Force Majeure We will not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.

32. Survival. Those clauses the survival of which is necessary for the interpretation or enforcement of this Agreement will continue in full force and effect in accordance with their terms notwithstanding the expiration or termination of this Agreement.

33. Modification of Agreement We reserve the right to modify this Agreement at any time by posting an amended Agreement Terms of Use and/or Privacy Policy that is always accessible through a link on the Site's home page and/or by giving you prior notice of a modification. You should check these Terms of Use (and the Privacy Policy)is Agreement periodically for modifications by scrolling to the bottom of this page (or the Privacy Policy, if applicable) for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO STOP USING THE SITE AND SERVICES AND TO TERMINATE THIS AGREEMENTYOUR USE OF THE SITE AND SERVICES. YOUR CONTINUED USE OF THIS SITE OR THE SERVICES FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU WITH NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFIED AGREEMENT.

34. Miscellaneous This Subscription Agreement, which includes the Terms of Use, and the Privacy Policy, constitutes the entire understanding of the parties with respect to the Site and Services and supersedes all prior communications, representations, and agreements with respect to the subject matter of this Agreement. Whenever used in this Agreement, the terms: (a) “includes,” “including,” “e.g.,” “for example” and other similar terms are deemed to include the term “without limitation” immediately thereafter.

Material Modifications since September 1, 2013: none.