Clinical Café - - A networking site for healthcare and medical professionals

QUANTROS, INC.

Clinical Café Terms and Conditions of Use Agreement

Last Revision: September 9th, 2009

Quantros, Inc., a California corporation ("Quantros" or "we"), operates the Clinical Café Website and related web pages (collectively the "Clinical Café Website"). The Clinical Café is an online, professional networking and knowledge sharing destination for healthcare professionals. This free website helps clinicians and others across the globe connect with their peers and counterparts, share best practices and content and increasing learning within clinical and healthcare related disciplines. The services offered by the Clinical Café allow the creation of client profiles and sharing of information in the healthcare industry (collectively, the "Clinical Café Services"). The Clinical Café Services are hosted in the United States.

1.   Legally Binding Agreement: This Terms and Conditions of Use Agreement (the "Agreement") sets forth the legally binding terms for your use of the Clinical Café Services. By using the Clinical Café Services, you are a "User" (whether or not you register) and agree to be bound by this Agreement. You are only authorized to use the Clinical Café Services (regardless of whether your access or use is intended) if you agree to abide by all applicable law and regulations (collectively the "Law") and the terms and conditions ( the "Terms") of this Agreement. Please read this Agreement carefully and save it. If you do not agree to be bound by this Agreement and to follow all applicable Law, you should leave the Clinical Café Website and discontinue use of the Clinical Café Services immediately. If you wish to become a registered User ("Registered User"), communicate with other Users and/or make use of the Clinical Café Services, you must read this Agreement and indicate your acceptance during the registration process.

2.   Acceptable Use Policy; Additional Terms, Copy of the Agreement:   This Agreement includes Quantros' policy for acceptable use of the Clinical Café Services and Content (as defined in Section 10 below) posted on or through the Clinical Café Services and your rights, obligations and restrictions regarding your use of the Clinical Café Services and Content posted on or through the Clinical Café Services. In order to participate in certain Clinical Café Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions from Quantros. Unless otherwise provided by the additional terms and conditions applicable to the Clinical Café Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement. You may obtain a copy of this Agreement by emailing us at cCaféadmin@quantros.com and entering the Subject as "Agreement".

3.   Amendments; Acceptance of Amendments:   Quantros may amend, modify or revise this Agreement from time to time and such amendments or revisions (collectively "Amendments") shall be effective upon posting by Quantros on the Clinical Café Website. Your continued use of the Clinical Café Services after Quantros posts an Amendment signifies your acceptance of the Amendment and the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

4.   Posting of Information: Please choose carefully the information you post on or through the Clinical Café Services and that you provide to other Users. Your Clinical Café profile ("Profile") may not include any form of Prohibited Content, as outlined in Section 13 below. Despite this prohibition, information, materials, products or services provided by other Users (for instance, in their Profile) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and Quantros assumes no responsibility or liability for this material. If you become aware of misuse of the Clinical Café Services by any person, please click on the "Contact Quantros" or the "Report Abuse" link at the bottom of the Clinical Café Website. Notwithstanding, we reserve the right not to investigate or do anything with respect to such contact or abuse.

NOTE: DO NOT POST AND YOU AGREE NOT TO POST (i) ANY PATIENT SPECIFIC INFORMATION INCLUDING WITHOUT LIMITATION NAMES, ADDRESSES, DIAGNOSIS OR (ii) ANY HEALTH CARE PROVIDER SPECIFIC INFORMATION INCLUDING WITHOUT LIMITATION NAMES AND ADDRESSES. DO NOT SLANDER, DEFAME, DISPARAGE, OR OTHERWISE DISRESPECT ANY OTHER ENTITY OR PERSON.

5.   Discretion to Refuse Postings:   Quantros reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Clinical Café Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Quantros expressly reserves the right to remove your Profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Clinical Café Services if Quantros determines, in its sole discretion that you have violated this Agreement or pose a threat to Quantros and/or its Users.

6.   Registration: Use of the Clinical Café Services and registration to be a User for the Clinical Café Services is void where prohibited. By using the Clinical Café Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Clinical Café Services does not violate any applicable Law. Your Profile may be deleted and your registration may be terminated without warning, if we believe that the information you submit is not truthful or accurate or you have violated applicable Law.

7.   Term: This Agreement and any posted Amendments shall remain in full force and effect while you use the Clinical Café Services whether or not you are a Registered User. You may terminate your Registration at any time, for any reason, by following the instructions on the Registered User's Account Settings page. Quantros may terminate your Registration at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Registration is terminated, this Agreement will remain in effect, including Sections 1-6 and 10-20.

8.   Fees: You acknowledge that Quantros reserves the right to charge for any portion of the Clinical Café Services and to change its fees (if any) from time to time in its discretion. If Quantros terminates your Registration because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

9.   Password: When you sign up to become a Registered User, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Registered User at any time or to disclose your password to any third party. You agree to notify Quantros immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

10. Promotional Use; Content; Prohibited Content; Unauthorized Use; Advertisements: Neither the Clinical Café Services nor the Website may be used for promotional / commercial purposes by Users. Quantros reserves the right to remove such commercial content in its sole discretion. Illegal and/or unauthorized use of the Clinical Café Services, including collecting usernames, user id numbers, and/or email addresses of Registered Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Quantros Website, or employing third party promotional sites or software to promote Profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from Registered User Profiles without notice or explanation and may result in termination of Registration privileges. Quantros reserves the right to take appropriate legal action for any illegal or unauthorized use of the Clinical Café Services. Quantros may post advertisements on its web page. You may be able to click through to the advertiser's web page whereat you may be able to purchase products and services. We do not endorse such products and services and are not responsible for or guarantee the quality or suitability of such products and services. You agree that you are solely responsible for purchasing and paying for such products and services. We offer games and quizzes in our B Square section of the web page. We will take commercially reasonable efforts to make sure the answers to the quizzes and games are correct but such answers should not be used for actual health/medical treatment, diagnosis, research or related activities.

11. Proprietary Rights in Content on the Clinical Café Website: Quantros does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the Clinical Café Website. After posting your Content to the Clinical Café Website, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. By displaying or publishing ("Posting") any Content on or through the Clinical Café Website, you hereby grant to Quantros a limited license to use, modify, delete, amend, add to, publicly perform, publicly display, reproduce, and distribute such Content, including without limitation distributing part or all of such Posting in any media formats and through any media channels. The license you grant to Quantros is non-exclusive, fully-paid and royalty-free, sub licensable and worldwide (because the Internet and the Clinical Café Services are global in reach). You represent and warrant that: (i) you own the Content posted by you on or through the Clinical Café Website or otherwise have the right to grant the license set forth in this Section 11; and (ii) the Posting of your Content on or through the Clinical Café Website does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity nor do they slander, defame, disparage, or discredits any person or entity. You agree to pay for all royalties, fees, damages, fines, penalties, and any other monies owing any person or entity by reason of any Content posted by you on or through the Clinical Café Website. The Clinical Café Website contains certain content of Quantros ("Quantros Content"). Quantros Content is protected by copyright, trademark, patent, trade secret and other Law, and Quantros owns and retains all rights in the Quantros Content, the Clinical Café Services and the Clinical Café Website. The Clinical Café Website contains the Content of Users and other Quantros licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Clinical Café Website.

12. Content Posted: Quantros may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of Quantros violates this Agreement, the Law or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. HOWEVER, QUANTROS ASSUMES NO RESPONSIBILITY FOR MONITORING THE CLINICAL CAF&EACUTE WEBSITE FOR INAPPROPRIATE CONTENT OR CONDUCT. If at any time Quantros chooses, in its sole discretion, to monitor the Clinical Café Website, Quantros nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content. You are solely responsible for the Content that you post on or through any of the Clinical Café Services, and any material or information that you transmit to other Registered Users and for your interactions with other Users. From time to time, we may select users to be featured on our web site. Before we feature you on our website, we will contact you by email to obtain your consent. If you consent, we will have absolutely no liability whatsoever to you in connection to our featuring you on our web page.

13. Content/Activity Prohibited: Quantros reserves the right to investigate and take appropriate legal action against anyone who, in Quantros's sole discretion, violates Agreement including this provision, including without limitation, removing the offending Content from the Clinical Café Services and terminating the Registration of such Users. Prohibited Content includes Content that, in the sole discretion of Quantros (i) is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) exploits people in a sexual or violent manner; (iv) contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website; (v) solicits personal information from anyone under 18; (vi) publicly posts information that poses or creates a privacy or security risk to any person; (vii)   constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (viii) constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; (ix) involves the transmission of junk mail, chain letters, or unsolicited mass mailing, instant messaging, spamming, or spamming; (x) contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page); (xi) furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (xii) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (xiii)    involves commercial activities and/or sales without prior written consent from Quantros such as contests, sweepstakes, barter, advertising, or pyramid schemes; (xiv) includes a photograph or video of another person that you have posted without that person's consent; (xv) violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person; or (xvi) slanders, defames, or disparages any person or entity. Quantros reserves the right to investigate and take appropriate legal action against anyone who, in its sole discretion, violates the Agreement including this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to (i) criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets; (ii)   advertising to, or solicitation of, any Registered User to buy or sell any products or services through the unauthorized or impermissible use of the Clinical Café Services; (iii) circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Clinical Café Services; (iv) activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network; (v) covering or obscuring the banner advertisements on your personal Profile page, or any Quantros page via HTML/CSS or any other means; (vi)   any automated use of the system, such as, but not limited to, using scripts to add friends or send comments or messages; (vii) interfering with, disrupting, or creating an undue burden on the Clinical Café Services or the networks or services connected to the Clinical Café Services; (viii) impersonating or attempting to impersonate another Registered User, person or entity; (ix)   using the account, username, or password of another Registered User at any time or disclosing your password to any third party or permitting any third party to access your account; (x) selling or otherwise transferring your Profile; (xi) using any information obtained from the Clinical Café Services in order to harass, abuse, or harm another person or entity, or attempting to do the same; (xii) displaying an unauthorized commercial advertisement on your Profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the Clinical Café Services on behalf of that person, such as placing commercial content on your Profile, posting blogs or bulletins with a commercial purpose, or sending private messages with a commercial purpose; or (xiii) using the Clinical Café Services in a manner inconsistent with any and all applicable Law and regulations. You may not transmit any chain letters or junk email to other Registered Users. In order to protect our Registered Users from such advertising or solicitation, Quantros reserves the right to restrict the number of emails which a Registered User may send to other Registered Users in any 24-hour period to a number which Quantros deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unauthorized commercial communications of any kind through the Clinical Café Services, you acknowledge that you will have caused substantial harm to Quantros, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Quantros $50 for each such unsolicited email or other unauthorized commercial communication you send through the Clinical Café Services.

14. Protecting Copyrights and Other Intellectual Property: Quantros respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Quantros has the right to terminate the Registration of infringers.

15. Registered User Disputes: You are solely responsible for your interactions with other Quantros Registered Users. Quantros reserves the right, but has no obligation, to become involved in any way with disputes between you and other Registered Users.

16. Privacy: Use of the Clinical Café Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.

17. Disclaimers: Quantros is not responsible for and makes no warranties, express or implied, as to the User Content or the accuracy and reliability of the User Content posted on or through the Clinical Café Website, whether caused by Users of the Clinical Café Services or by any of the equipment or programming associated with or utilized in the Clinical Café Services and such User Content does not necessarily reflect the opinions or policies of Quantros. Profiles and third party applications created and posted by Registered Users on the Quantros Website may contain links to other websites. QUANTROS IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY, OR OPINIONS EXPRESSED ON THE QUANTROS WEBSITE. PLEASE NOTE THAT THE QUANTROS WEBSITE IS NOT NECESSARILY INVESTIGATED, MONITORED, OR CHECKED FOR ACCURACY OR COMPLETENESS BY QUANTROS. Inclusion of any linked websites on the Clinical Café Website does not imply approval or endorsement of the linked website by Quantros. When you access these third party sites, you do so at your own risk. QUANTROS TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS OR THIRD PARTY APPLICATIONS THAT ARE POSTED ON OR THROUGH THE CLINICAL CAF&EACUTE WEBSITE, NOR DIES IT TAKE ANY RESPONSIBILITY FOR THE GOOD OR SERVICES PROVIDED BY ITS ADVERTISERS. QUANTROS IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OF OFFLINE, OF ANY USER OF THE CLINICAL CAFE SERVICES. QUANTROS ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER OR REGISTERED USER COMMUNICATION. Quantros is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Clinical Café Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Clinical Café Services. Under no circumstances shall Quantros be responsible for any loss or damage, including personal injury or death, resulting from use of the Clinical Café Services, from any User Content posted on or through the Clinical Café Services, or from the conduct of any Users of the Clinical Café Services, whether online or offline. The Clinical Café Services are provided "AS-IS" and as available and Quantros expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Quantros cannot guarantee and does not promise any specific results from use of the Clinical Café Services.

18.   Limitation on Liability: IN NO EVENT SHALL QUANTROS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE CLINICAL CAFÉ SERVICES, EVEN IF QUANTROS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, QUANTROS'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO QUANTROS FOR THE CLINICAL CAFÉ SERVICES DURING THE TERM OF REGISTRATION.

19. U.S. Export Controls: Software available in connection with the Clinical Café Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Clinical Café Services or otherwise exported or re-exported in violation of U.S. export Law. Downloading or using the Software is at your sole risk.

20. Dispute Resolution; Laws: The Agreement shall be governed by, and construed in accordance with, the Law of the State of California, without regard to its conflict of law provisions. You and Quantros agree to submit to the exclusive jurisdiction of the courts located within the State of California to resolve any dispute arising out of the Agreement or the Clinical Café Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

21. Indemnification: You agree to indemnify and hold Quantros, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Clinical Café Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the Clinical Café Website causes Quantros to be liable to another.

22. Miscellaneous: This Agreement is accepted upon your use of the Clinical Café Website or any of the Clinical Café Services and is further affirmed by you becoming a Registered User. This Agreement constitutes the entire agreement between you and Quantros regarding the use of the Clinical Café Services. The failure of Quantros to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Quantros is a trademark of Quantros, Inc. This Agreement operates to the fullest extent permissible by Law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

23. Registering: By registering to use the Clinical Café Services, you agree with all the terms and conditions of these terms of this Agreement. As stated above, Quantros reserves the right to amend or update this Agreement and the Terms, as appropriate.

Please contact us at ccafeadmin@quantros.com with any questions regarding this Agreement.