These Terms of Use are a legal agreement (“Agreement”) between you (“You” or “Your”) and NP/PA Engage, LLC (“NP/PA Engage”, “We”, “Us” or “Our”) and sets forth the terms and conditions for users of Our websites including: nppaengage.com, members.nppaengage.com, oncology-hub.nppaengage.com, vaccine-hub.nppaengage.com (for each website, the “Site”).

Please read these Terms of Use and any other documents referenced herein carefully before using the Site. The NP/PA Engage websites were developed for residents of the United States. If You are a resident of another country or You do not agree with or do not wish to be bound by all of the Terms of Use, do not use the Site. By using the Site, You agree to be bound by the terms set forth herein. We reserve the right to amend these Terms of Use at any time and will post any amendments here. Since any such amendments will be binding on You, You should make certain You review these Terms of Use from time to time.

1. OUR CONTENT

All materials published on the Site (the “Content”) are protected by copyright, trademark and other applicable intellectual property laws, and are owned or controlled by Us and/or third parties. You will abide by copyright or other notices, information and restrictions appearing in conjunction with any Content. Any use of the Content not expressly permitted under these Terms of Use may violate copyright, trademark and other laws.

The Content is for informational and educational purposes only and is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. Neither the Content nor any other service offered by or through this Site is intended to be for medical diagnosis or treatment.

Content available through the Site often represents opinions and judgments of an information provider, Site user, or other person or entity not connected with Us. We do not endorse, nor are We responsible for the accuracy or reliability of any opinion, advice, statement, and/or job posting made by anyone other than Our authorized spokespersons speaking in their official capacity.

2. PRIVACY

YOUR PRIVACY IS OF UTMOST IMPORTANCE TO US. WHEN YOU REGISTER AT THE SITE, YOUR IDENTITY WILL REMAIN ANONYMOUS TO OTHER REGISTERED USERS UNLESS AND UNTIL YOU CHOOSE TO REMOVE THE ANONYMOUS FUNCTIONALITY OF THE SITE. Click here to view the Privacy Policy. You agree to the terms and conditions of the Privacy Policy.

By registering with the Site, You are granting Us permission to send You electronic communications, which may include Daily Digest e-mails, real-time alerts and other e-mail correspondence. You may opt out of receiving these communications by sending a request to support@nppaengage.com.

You agree that You may, from time to time, be invited to participate in certain client services such as polls, surveys, focus groups and advisory panels. Your agreement to participate in such services is entirely voluntary. When You are invited to participate, You will be informed of any incentive (such as an honorarium) offered in connection with Your participation.

3. USE OF SITE OR CONTENT

You agree to abide by Our Code of Conduct which You may access by clicking here.

Any use of this Site or the Content 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 Content or use it for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, disassemble or make derivative works of the Content; (c) remove any confidentiality, privacy, patent, copyright, trademark or other proprietary notices from the Content; (d) transfer the Content to another person or entity in manners inconsistent with this Agreement and Our policies; or (e) engage in any unauthorized copying of the Content or information. We may make changes to the Site, any Content, or to the services and/or products described therein, at any time without notice. We do not collect personal health information about individuals.

You agree that any content, information, feedback, questions, comments and/or submissions that You provide to Us (“Submissions”) will become and remain Our property. We shall have no obligations of any kind with respect to any Submissions and shall be free to reproduce, use and/or distribute any Submissions for any purpose whatsoever, without limitation. You also agree that we shall be free to use any ideas, concepts or techniques embodied in the Submissions for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products or services incorporating such ideas, concepts, or techniques. In addition, You hereby waive all moral rights You may have in any Submissions.

If You believe that any Content is being used in a manner that constitutes copyright infringement, please notify Us using either of the notice methods specified in Section 12 and providing the following information:

• Identification of the copyrighted work that You believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
• Identification of the Submission that You believe to be infringing and its location. Please describe the Submission, and provide Us with its URL or any other pertinent information that will allow us to locate the Submission.
• Your name, address, telephone number, and (if available) email address.
• A statement that You have a good faith belief that the complained of use of the work is not authorized by the copyright owner, its agent, or the law.
• A statement that the information You have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or authorized representative.
• A signature or the electronic equivalent from the copyright holder or authorized representative.

In an effort to protect the rights of copyright owners, We maintain a policy for the termination, in appropriate circumstances, of users of this Site who are repeat infringers.

4. USER CONTENT

As a user of this Site, You are solely responsible and liable for the accuracy of the information that You provide to Us.

By posting User Content, You automatically grant, and You represent and warrant that You have the right to grant to Us an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing.

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 member unless that individual has previously revealed his or her own name or personally identifying information. Communications with this Site can and will be monitored, captured, recorded, and transmitted to such authorities as deemed necessary by Us in Our sole discretion and without further notice.

5. REPRESENTATIONS AND WARRANTIES

By representing that You are a health care professional, You grant Us permission to confirm Your professional credentials through the applicable accrediting agency or through other means as necessary. WHILE WE ARE NOT RESPONSIBLE FOR CONFIRMING EACH USER’S CREDENTIALS, WE HAVE THE RIGHT TO DO SO AT OUR DISCRETION. If You are found to have misrepresented your credentials, You will automatically be removed from the Site and You may be subject to legal action.

You represent, warrant and covenant that: (1) You are a resident of the United States and are at least 18 years old or the applicable age of majority in Your jurisdiction and possess the legal authority to enter into this Agreement; (2) no Submissions of any kind submitted by You or Our use thereof in accordance with the Terms of Use, will (a) violate, plagiarize or infringe upon the rights of any third party, including, without limitation, copyright, trademark, privacy or publicity, moral rights, contract or other personal or proprietary rights; (b) contain unlawful material or reflect unlawful activities; (c) constitute false or misleading indications of origin or statements of fact; (d) slander, libel or defame any person or entity; (e) cause injury of any kind to any person or entity; or (f) violate any applicable laws, rules, regulations or other governmental regulations (collectively, “Laws”) including, without limitation, 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 confidential patient information, which include, but are not limited to, The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and use Your best efforts to cause all persons or entities under Your direction or control to comply with such Laws; (3) You are a currently licensed health care professional in the United States; (4) 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 disclosure of confidential clinical trial or other proprietary information; and (5) You will use any Content for informational and educational purposes only.

You agree to defend, indemnify and hold NP/PA Engage, its affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including NP/PA Engage’ reasonable attorneys’ fees, expert fees and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to Your breach of these Terms of Use or the forgoing representations, warranties and covenants. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You shall not enter into any settlement agreement that affects Our rights NP/PA Engage without Our prior written approval.

6. PAYMENT TERMS

All payments will be in United States dollars (e.g., money earned by members from Our Member Referral Program or through voluntary participation in market research with corporate clients). In the event any payment due to You is subject to or becomes subject to any tax or other deduction payable by You, You agree to pay and bear the expense of local, state and/or federal government licenses, sales and use, foreign withholding tax, property and ad valorem taxes, which may be imposed or assessed with respect to payments made by Us to You. Depending on circumstances such as requirements imposed by federal and state tax laws or other statutory requirements, You may also be asked to provide additional personal information for reporting requirements.

7. LIMITATION OF LIABILITY AND GENERAL DISCLAIMERS

IN NO EVENT SHALL NP/PA Engage, ITS 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 CONTENT; (2) RELIANCE ON THE SITE AND CONTENT; (3) ERRORS, INACCURACIES, OMISSIONS, DEFECTS, UNTIMELINESS, SECURITY BREACHES; (4) INFORMATION COMMUNICATED THROUGH CHAT ROOMS OR MESSAGE BOARDS; (5) ANY OTHER FAILURE TO PERFORM BY NP/PA Engage OR NP/PA Engage’ CONTENT PROVIDERS; OR (6) YOUR FAILURE TO MAINTAIN THE CONFIDENTIALITY OF YOUR E-MAIL ADDRESS, PASSWORD AND ACCESS CODES. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER NP/PA Engage HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AND NP/PA Engage AGREE THAT THE AGGREGATE LIABILITY SHALL UNDER NO CIRCUMSTANCES EXCEED THE VALUE OF $100.00. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, NP/PA Engage WOULD NOT PROVIDE YOU WITH ACCESS TO THE SITE OR CONTENT.

THE CONTENT 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. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, CONTENT, 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 AND THE CONTENT. Because some jurisdictions may not permit each of these disclaimers and limitations, the above limitation may not apply to You. NP/PA Engage and its 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 in the Site or any Content.

8. LINKS TO OTHER SITES AND CONTENT

The Site may contain links to other internet sites and resources that are not under Our control. Selection of a link will direct You to a third party web site. Interactions that occur between You and a third party are strictly between You and such third party and are not Our responsibility. We are not responsible for reviewing or evaluating, and do not warrant the offerings of any businesses or individuals or the content of their web sites. We do not assume any liability or responsibility for the actions, products, availability or content of these sites. You should direct any concerns regarding external links to the site administrator of the third party website.

9. APPLICABLE LAW

This Site is operated by Us from our offices in the Commonwealth of Massachusetts. We make no representation that the Content in this Site is appropriate for use in other locations. If You choose to access this Site from other locations, You do so at Your own initiative and You are responsible for compliance with applicable local laws. These Terms of Use are governed by and shall be construed in accordance with the internal substantive laws of the Commonwealth of Massachusetts without reference to its conflicts of law rules.

7. DISPUTE RESOLUTION

Any dispute between NP/PA Engage and You arising out of this Agreement shall be resolved first by communication between NP/PA Engage and You. Should NP/PA Engage and You be unable to so resolve the dispute, NP/PA Engage or You may submit any dispute arising out of or relating to the Agreement or the breach thereof to final and binding arbitration administered by the American Arbitration Association (the “AAA”). The arbitration will be conducted before a mutually acceptable arbitrator. If NP/PA Engage and You cannot agree upon an arbitrator, the arbitrator shall be selected in accordance with the Commercial Arbitration and Mediation Rules of the AAA. The arbitration shall take place at a location near Our headquarters. Any decisions shall be in writing, based on Massachusetts laws and precedent, and each party shall be responsible for its costs associated with the arbitration.

8. TERMINATION; SITE CHANGES

Your right to access and use the Site and Content immediately terminates without further notice upon Your breach of this Agreement. We may terminate this Agreement and/or Your right to use the Site and Content at any time, with or without cause. Sections 1, 3, 4, 6, 7, 9, 10 and 13 of this Agreement survive the expiration or termination of this Agreement for any reason whatsoever. We reserve the right to discontinue or make changes to the Site and/or Content at any time.

9. NOTICE

We may deliver notice to You by means of electronic mail, a general notice on https://nppaengage.com/, or by written communication delivered by first class United States mail or overnight delivery to Your address of record. You may give notice to NP/PA Engage at any time via electronic mail to support@nppaengage.com or by letter delivered by first class United States mail or overnight courier to NP/PA Engage, 220 Forbes Road, Suite 106, Braintree, Massachusetts 02184. If you have any questions relating to these Terms You may also contact Us at support@nppaengage.com or call (919) 272-8485.

10. MISCELLANEOUS

This Agreement and any other terms or agreements referenced in this Agreement contains the entire agreement between You and NP/PA Engage relating to the subject matter hereof, and supersedes any other oral or written communications relating thereto. 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. We may assign this Agreement, in whole or in part, in Our sole discretion. You may not assign Your rights under this Agreement without Our prior written permission. 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. 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. We are not liable for any failure or unavailability of the Site and/or the Content or failure by Us to perform a transaction as a result of strikes, acts of God, the loss or destruction of data, the deletion or corruption of storage media, power failures, natural phenomena, riots, wars, acts of vandalism, or any other event beyond Our control. If any provision of this Agreement shall be deemed invalid, inoperative or unenforceable, then each such provision shall be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intent of the parties, and the remaining provisions shall remain in full force and effect.

This site is owned and operated by NP/PA Engage.