TERMS OF USE

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SITE OR THE MATERIALS.

Welcome to BACKTABLE.com. The website is owned and operated by BACKTABLE, LLC., a US based business with operations around the world ("BACKTABLE"). These website and materials are designed to comply with relevant laws and regulations. This is a binding agreement ("Agreement") between BACKTABLE and its affiliates and you ("You" or Your"). This Agreement governs Your use of the website (BackTable.com) and our app (the "Site" or "Sites"), including, without limitation, all content such as text, information, images, BACKTABLE, Forums, BACKTABLE Blog, software and other information, services and materials (collectively, the "Materials") and all information made available to You or by You through this Site by BACKTABLE and/or third parties.

1. MATERIALS

A. OWNERSHIP OF MATERIALS

All Materials are provided by BACKTABLE unless indicated otherwise. All intellectual property rights in the Materials (including copyrights, trademarks, trade secrets and patents) are the property of BACKTABLE unless indicated otherwise. BACKTABLE retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials are copyrighted and are protected by US federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without BACKTABLE's prior written permission. BACKTABLE, the BACKTABLE logo Better Decisions, Better Care. are registered trademarks of BACKTABLE and BACKTABLE Blog is a trademark and the property of BACKTABLE. All other names and trademarks are the property of their respective holders. BackTable.com and its Materials and services are covered by one or more pending US and foreign patent applications.

B. USE LICENSE

Any unauthorized use of any Materials or information at this Site may violate patent, copyright, trademark, and other laws. Any use of this Site or the Materials shall be considered a limited use license, not a transfer of title, and is subject to the following restrictions: You may not: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, disassemble or make derivative works of the Materials; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Materials; (d) transfer the Materials to another person or entity in manners inconsistent with this Agreement and current BACKTABLE policies. You agree to prevent any unauthorized copying of the Materials or information.

C. TERMINATION OF THIS USE LICENSE

BACKTABLE may terminate this use license at any time if You are in breach of the terms of this Agreement or if You are found to be in violation of BACKTABLE's Code of Conduct. Upon termination, You will immediately destroy any Materials in your possession, if any, and cease use of the Site.

D. CONDITIONS OF USE AND TERMS

To use any Materials, You must (a) be a licensed physician in the US or in another country, (b) be a registered participant of BackTable.com, and (c) be a resident in the 50 states of the United States of America, exclusive of its commonwealths, territories and possessions or in the country you are resident and practicing in ("United States or Other Country"). Prior to the use of this Site, You must provide BACKTABLE with valid confirmation of (a) & (c), above, including all of the following: (i) Your name; (ii) Your mailing address (i.e., so we can mail you any accrued payments); (iii) jurisdictions of licensure; and (iv) other confirmatory demographics. By submitting that information to BACKTABLE, You hereby certify all assertions made under this Section and agree that You authorize BACKTABLE to confirm the veracity of such information.

2. BACKTABLE COLLEGE

A. MEMBERSHIP AND REQUIRED INFORMATION

In addition to the above Opportunities, BACKTABLE membership automatically makes you a part of the BACKTABLE Online College, a health care professional survey College owned and maintained by BACKTABLE ("College"). As a College member, you will have access to the below services as well as eligibility to receive invitations to participate in market research surveys in the event such opportunities arise. Participation in the College is free. As a College member, BACKTABLE (or its service providers or affiliates on BACKTABLE's behalf) may contact you multiple times via any and all contact information that you provide to BACKTABLE.

You may only join BACKTABLE once and therefore membership is personal to you and is not transferable to any other person. BACKTABLE has the right to refuse any BACKTABLE member inclusion in market research Colleges.

To complete your College profile, you will be asked to provide information on key profiling demographics that we need, at a minimum, to ensure you are eligible to become a member of the College and to ensure that once you have successfully registered with the College that you have every opportunity to be invited to the surveys as may be applicable. You are responsible for ensuring that your personal details and your profile data at any point are true, accurate and current.
Providing additional information as part of your profile, which is accessible on your personal member pages, is not required but may further increase your chances of being invited to surveys relevant to you.

B. LOGIN CREDENTIALS

It remains your responsibility to ensure your login credentials (e-mail and password) are kept confidential. BACKTABLE will not be liable for any unauthorized use of your account, which includes unauthorized use of your email address and password.

C. REMOVAL FROM COLLEGE

If you no longer wish to be a member of the College, you may request to be removed from the College at any time. If you choose to opt-out of the College, you do not terminate your BACKTABLE membership. Termination of BACKTABLE membership will, however, remove you from the College. However, upon termination of your participation with the College, you forfeit any right to any honoraria or incentives not yet reimbursed to you.

You can request your personal details to be removed from the College active database and to have your participation in the College terminated by:

• Deactivating your BACKTABLE account in your Account Settings

• Sending us an e-mail at support@backtable.com from the e-mail address you registered with and with the words "Remove Me" in the subject line and

• Sending us an e-mail at support@backtable.com referencing the e-mail address with which you registered with the College and with the words "Remove Me" in the subject line Failure to follow the stated procedure correctly may result in delay in the removal of your information from the College databases. Your removal request will be dealt with promptly. However there may be a gap of up to 1 month between your request to be removed and the cessation of the receipt of any further e-mails from BACKTABLE.

D. TERMINATION OF COLLEGE PARTICIPATION

BACKTABLE reserves the right to suspend or cancel College participation, together with any outstanding honoraria or incentives, if applicable, if one of the following events occurs:

• You breach any of the Terms of Use (including any terms found in the Privacy Policy and/or any honoraria specific Terms and Conditions)

• You misuse your membership on the College or use it for any improper purpose

• Any activities on your account(s) or your participant responses to surveys are subject to investigation in regards to data integrity, reliability or validity

• BACKTABLE's right to process and use any information necessary to run the College is legally withdrawn, by law or otherwise.

E. OTHER SERVICES AVAILABLE TO BACKTABLE COLLEGE FELLOWS

College members also have the opportunity to participate in the following services. As a College member, you will receive communications regarding the below BACKTABLE services, unless you opt out of further emails by using the “Unsubscribe” link in those emails.

1. BACKTABLE Instant FocusGroup ™

BACKTABLE Instant FocusGroup allows third parties to create their own mini-surveys. You may receive survey requests for BACKTABLE Instant FocusGroup and/or from traditional market research surveys as a College member. All participation in BACKTABLE Instant FocusGroup and any other survey is optional.
BACKTABLE has no control or review over such BACKTABLE Instant FocusGroup content, which is solely generated by the third parties. In addition, BACKTABLE does not access or review any BACKTABLE Instant FocusGroup survey responses, which go directly to the BACKTABLE customer creating the survey. As a result, BACKTABLE does not have any obligation for any adverse event ("AE") reporting that may be required. BACKTABLE HAS NO ACCESS TO ANY INFORMATION REGARDING ANY AE THAT MAY BE SUBMITTED AS PART OF ANY MNOW MINI RESPONSE AND THEREFORE HAS NO LIABILITY FOR ANY AE REPORTING. ANY BACKTABLE INSTANT FOCUSGROUP CUSTOMER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ITS OWN AE REPORTING PROCEDURES AND COMPLYING WITH APPLICABLE LAWS AND REGULATIONS REGARDING AE. BACKTABLE may assist with follow up to BACKTABLE Instant FocusGroup responses as may be requested by the BACKTABLE Instant FocusGroup customer as such customer deems necessary customer's compliance with AE reporting obligations.

3. SECURITY

This Site is intended by BACKTABLE to require a valid, working e-mail address and password to access and use the Materials and other features on the Site. Certain other Materials or functionalities on the Site may require additional access codes. You are solely responsible for (1) maintaining the strict confidentiality of the e-mail address, passwords and codes (collectively, "ID(s)") assigned to you, (2) not allowing another person to use your IDs to access the Site, (3) any damages or losses that may be incurred or suffered as a result of You or Your failure to maintain the strict confidentiality of Your ID, and (4) promptly informing BACKTABLE in writing of any need to deactivate an ID due to potential or actual security concerns. BACKTABLE is not liable for any harm related to the theft of Your ID, Your disclosure of Your ID, or Your authorization to allow another person or entity to access and use the Site using Your ID. You agree to immediately notify BACKTABLE in writing of any unauthorized use of Your ID.

4. MEDICAL DISCLAIMERS

The Materials available are for informational and educational purposes only and are not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. BACKTABLE or You are not permitted to advise, diagnose, or otherwise treat users of this Site. Neither the content nor any other service offered by or through this Site is intended to be for medical diagnosis or treatment. Persons accessing this information assume full responsibility for the use of the information and agree that BACKTABLE is not responsible or liable for any claim, loss, or damage arising from the use of the information. BACKTABLE does not recommend or endorse any specific drugs, tests, physicians, products, procedures, opinions, "off-label" drug uses or other information that may be mentioned on the Site. Your reliance upon the Materials obtained or used by You is solely at Your own risk.

7. REPRESENTATION

As a user of this Site, You are liable for the accuracy of the information that You provide to us, including, but not limited to, Your personal and professional representation as provided in Section 1. You hereby certify that You are not a paid consultant or have any other financial interests in the information you provide to this Site, including, but not limited to, the promotion of "off-label" drug uses, the disclosure of confidential clinical trial or other proprietary information.

8. PATIENT DATA AND LEGAL COMPLIANCE

The Site is not intended for the transmission, storing, review or receipt of confidential patient information ("Patient Information"). However, if you upload such Patient Information to the Site, the following terms apply. Applicable laws, as well as ethical and licensure requirements of Your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain Materials or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information You transmit, store, or receive in connection with the Site, the Materials and any third party site. You agree that BACKTABLE, BACKTABLE's licensors and licensees, and all other persons or entities involved in the operation of the Materials and functionalities provided through the Site, have the right to monitor, retrieve, store, review and use Patient Information, if applicable, in connection with the operation or use such Materials, and are acting on Your behalf in transmitting Patient Information.
WE CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SITE OR THE MATERIALS. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY MATERIAL (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS TO BACKTABLE) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.

9. GENERAL DISCLAIMERS

THE MATERIALS AND THE SITE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. IN NO EVENT SHALL BACKTABLE, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS AND AGENTS BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY AND ALL DAMAGES INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION AND LOSS OF BUSINESS OPPORTUNITIES) ARISING OUT OF OR RELATING TO (1) THE USE OF OR INABILITY TO USE THE MATERIALS, OR (2) RELIANCE ON THE CONTENT AND MATERIALS OR THE SITE, OR (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES, OR (4) INFORMATION COMMUNICATED THROUGH CHAT ROOMS OR MESSAGE BOARDS, (5) THE COMPLIANCE WITH ANY LAW, RULE, REGULATION, LAW ENFORCEMENT, GOVERNMENT OFFICIALS OR LEGAL AUTHORITY OR THE LIKE, OR (6) ANY OTHER FAILURE TO PERFORM BY BACKTABLE OR BACKTABLE'S CONTENT PROVIDERS. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER BACKTABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BACKTABLE ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, OR THIRD PARTY SITES (1) WILL BE UNINTERRUPTED OR ERROR-FREE, (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) IS SECURE, OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE. Because some jurisdictions may not permit each of these disclaimers and limitations, the above limitation may not apply to You. BACKTABLE and its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within these Materials. BACKTABLE may make changes to these Materials, or to the services and/or products described therein, at any time without notice. BACKTABLE makes no commitment to update the Materials. Any description of Materials is not a representation that any such Materials are available for sale or distribution in Your location.

10. LIMITATION OF LIABILITY

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, BACKTABLE SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND BACKTABLE AGREE THAT SUCH LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $50.00. YOU AND BACKTABLE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND BACKTABLE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, BACKTABLE WOULD NOT PROVIDE THE SITE OR MATERIALS TO YOU.

11. INDEMNITY

You agree to defend, indemnify and hold BACKTABLE, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including BACKTABLE's reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful use of the Site or the Materials, and (3) the unauthorized or unlawful use of the Site by any other person using Your ID.

12. USER SUBMISSIONS

General:

Unless otherwise agreed in writing prior to Your submission, any material, information or other communication You transmit or post to the Site or third party site will be considered non-confidential and non-proprietary ("Communications"). BACKTABLE will have no obligations with respect to the Communications. You agree that from time to time BACKTABLE may invite or otherwise make You aware of certain educational, promotional or financial opportunities relating to Your Communications and profile.

BACKTABLE hereby grants You a non-exclusive, non-transferable license to re-use or republish your own contributions made to the BACKTABLE Site in its original or derivative form for republication elsewhere, such as in journals or other professional publications. This license is restricted to Your own contributions and does not grant You rights to republish the contributions or postings of other BACKTABLE members. BACKTABLE and its designees will be free to use for any purpose, copy, disclose, sell, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law. BACKTABLE shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information. You are prohibited from posting or transmitting to or from this Site any unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law. You are prohibited from revealing the name or other personally identifying information of any other BACKTABLE member unless that individual has previously revealed his or her own name or personally identifying information in that specific BACKTABLE post. Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws. BACKTABLE hereby notifies You that any or all Communications with this Site can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by BACKTABLE in its sole discretion and without further notice. You are reminded that BACKTABLE does not collect personal health information about individuals. To submit a post, You must provide and upload information to the BACKTABLE server. Within Your uploaded submission, BACKTABLE does not collect or maintain information that would associate this submission with a specific patient or individual. To be clear, BACKTABLE does not possess nor does it wish to possess patient data.

Personal Profile:

Once a registered participant, You may provide additional information in Your personal profile describing your credentials, professional experiences, academic background, biography and the like. Your personal profile shall be available for viewing by other registered participants of BACKTABLE and will be considered non-confidential and non-proprietary. Providing additional information in Your personal profile beyond what is required at registration is entirely optional and can be altered or removed by You at any time.

13. COOPERATION WITH GOVERNMENT AUTHORITIES

If necessary and in accordance with applicable law, BACKTABLE will comply with local, state, federal, international and/or worldwide with all laws, rules, regulations, law enforcement, government officials, legal authority or the like.

14. LINKS TO OTHER MATERIALS

The linked sites are not necessarily under the control of BACKTABLE and BACKTABLE is not responsible for nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. BACKTABLE reserves the right to terminate any link or linking program at any time. BACKTABLE has selected the links for Your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If You decide to access any of the third party sites linked to this Site, You do this entirely at Your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and BACKTABLE shall not be responsible for notification of any change in name or location of any information of the Site. BACKTABLE reserves the right to request any web site administrator to disable or remove any link that violates any rights of BACKTABLE or causes interruption or deterioration of Materials provided by BACKTABLE. Failure to abide by this request shall be dealt with as provided in this section.

15. APPLICABLE LAWS

This Site is controlled by BACKTABLE from its global offices. BACKTABLE makes no representation that Materials in this Site are appropriate or available for use in all locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of applicable export laws or regulations. Any claim relating to the Materials shall be governed by local applicable law.

16. DISPUTE RESOLUTION

Any dispute between BACKTABLE and You arising out of this Agreement shall be resolved first by direct communication with one or more of BACKTABLE's management team members. Should BACKTABLE and You be unable to resolve the dispute by communication and both You and BACKTABLE jointly agree to do so, BACKTABLE or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered by the American Arbitration Association or its equivalent nearest the place of Your professional. The arbitrator shall fully implement the intent and purposes of this Agreement.

17. ENTIRE AGREEMENT

This Agreement, including the Privacy Policy, and any other BACKTABLE policy which is incorporated herein by this reference, contains the entire agreement between You and BACKTABLE relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. This Agreement may not be amended or supplemented by (1) any purchase order or similar form originated by You relating to the subject matter hereof, or (2) statements of any of BACKTABLE's employees.

18. TERMINATION

Your right to access and use the Site and Materials immediately terminates without further notice upon Your breach of this Agreement or if You are found to be in violation of BACKTABLE's Code of Conduct. BACKTABLE may terminate this Agreement and/or Your right to use the Site and Materials at any time, with or without cause. Sections 1, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 24 and 28 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever. BACKTABLE reserves the right to discontinue or make changes to the Site and/or Materials at any time.

19. ASSIGNMENT

BACKTABLE may assign this Agreement, in whole or in part, in its sole discretion. You may not assign Your rights under this Agreement without BACKTABLE's prior written permission. Any attempt by You to assign Your rights under this Agreement without BACKTABLE's permission shall be void.

20. WAIVER OF BREACH

Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.

21. FORCE MAJEURE

BACKTABLE shall not be liable for any failure or unavailability of the Site and/or the Materials or failure by BACKTABLE to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond BACKTABLE's control.

22. NOTICE

BACKTABLE may deliver notice to You under this Agreement by means of electronic mail, a general notice on https://www.BackTable.com, or by written communication delivered by first class US mail to Your address on record in BACKTABLE's account information. You may give notice to BACKTABLE at any time via electronic mail to info@BackTable.com or by letter delivered by first class postage prepaid US mail or overnight courier to the following address:

BACKTABLE, c/o TEC
1023 Walnut Street, Suite 100
Boulder, CO 80302

If You object to any material found on this Site, please bring Your concerns to the attention of [support@backtable.com]. The Site administrator reserves the right to remove any material alleged to be infringing any third-party rights pending further investigation.

23. HEADINGS

The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

24. INVALIDITY

If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.

25. GENERAL

BACKTABLE reserves the right to make changes to this Agreement at any time without advance notice. BACKTABLE agrees to post all amended forms of this Agreement on the Site and such amended forms shall be effective immediately upon its posting. It is at all times Your responsibility to read the most current form of this Agreement before using the Site to ensure that You agree to the terms and conditions of any amendments made to this Agreement. You agree that these standards for notice of amendments to this Agreement are reasonable. You understand and agree that if you use the BACKTABLE services or access the Site after the date on which the amendment has been posted, You consent to such amendment.