As a third party contractor (“Individual”) affiliated with with Cleveland Clinic Wellness (“CCW”), Individual understands that Individual must maintain the confidentiality of any and all data and information to which Individual has access. All Access is granted by CCW to CCW's internal systems via remote access technology only in consideration of and on the strict condition that the Individual being granted access agrees to fully comply with the following terms:

By using Go! to Sleep Doc (“GTSD”) Individual confirms that Individual is a practicing medical professional or academic researcher with the relevant qualifications and expertise to advise members of the public on their sleep issues. The Individual understands that Individual may be subject to penalties under law for submitting false or misleading information in connection with this application to access the GTSD service.

Both parties hereto are independent contractors and such relationship will not establish any partnership, joint venture, employment, franchise, or agency between the parties.

The Individual shall not use the name, logo, likeness or trademarks of CCW for any advertising, marketing or endorsement purposes without the prior written consent of CCW for each such use.

This Agreement shall commence as of the Effective Date of this Agreement and shall run concurrently with the Individual’s account established under the Registration Form and Terms. This Agreement shall continue until and unless otherwise terminated. CCW reserves the right to terminate the Individual’s access to GTSD in the event of any alleged or actual breach of any terms of this Agreement of terms within any Exhibit.

GTSD AND THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED AS IS. CCW HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND CCW SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CCW periodically reviews and modifies, where appropriate, its security policies and procedures. Please note that, by its nature, a Website cannot be absolutely protected against intentional or malicious intrusion attempts. Furthermore, CCW does not control the devices or computers or the Internet over which the Individual may choose to send confidential or personal information and cannot, therefore, prevent such interceptions of compromises to such information while in transit to CCW. Therefore, CCW hereby makes no guarantee as to security, integrity or confidentiality of any information transmitted to or from this Website, or stored within this Website. THE INDIVIDUAL EXPRESSLY AND SOLELY ASSUME THE SOLE RISK OF TRANSMITTING YOUR INFORMATION AS IT RELATES TO THE USE OF THIS WEBSITE, AND FOR ANY DATA CORRUPTIONS, INTENTIONAL INTERCEPTIONS, INTRUSIONS OR UNAUTHORIZED DISCLOSURE OF OR ACCESS TO INFORMATION, OR OF ANY DELAYS, INTERRUPTIONS TO OR FAILURES PREVENTING THE USE THIS WEBSITE.

CCW SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY DIRECT, INDIRECT, OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CCW’S FULL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE FEES PAID, IF ANY, TO CCW FOR THE INDIVIDUAL’S USE OF GTSD.

The Individual warrants and represents that it is in compliance with and shall remain in compliance with all applicable international, and local, federal, national, and state laws, rules and regulations. The Individual shall indemnify, hold harmless and defend CCW, its officers, directors, employees, shareholders, Affiliates and agents from and against any claims and shall pay all losses, damages, liabilities, claims and actions, and all related expenses (including reasonable attorneys’ fees and expenses) resulting from any acts or omissions of the Individual, including but not limited to its employees, subcontractors and independent contractors, and/or any breaches of this Agreement, including but not limited to breaches, misuse or unauthorized access to any PHI.

Regardless of where the Individual is domiciled, the Individual agrees and understands that this Agreement shall be governed, construed and enforced in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of laws, and the federal laws of the United States. Regardless of where the Individual is domiciled, all actions shall be brought before the United States District Court for the Northern District of Ohio, Eastern Division, or the Cuyahoga County Court of Common Pleas for state court claims. Regardless of where the Individual is domiciled, no local, federal, national, state or international laws, regulations or rules shall supersede the laws or jurisdiction in this section.

Neither party will be liable for any delay in performance hereunder if such delay is due to causes beyond the reasonable control of such party. Such causes will include, without limitation, fires, floods, strikes or other labor disputes, war, criminal disturbances, power failure, acts of God and restrictions imposed by any governmental agency. In the event such delay or nonperformance extends beyond thirty (30) days, either party may, at its option, cancel any portion of this Agreement and/or extend any date upon which any performance is due, and neither party will assess any damages against the delaying party in such event.

The Individual hereby represents and warrants that Individual has not been debarred, suspended, excluded or otherwise determined to be ineligible to participate in federal healthcare programs or federal procurement and non-procurement programs (collectively, “Debarred”) and agrees not to engage or assign any employee, agent or contractor (“Agent”) to perform services under this Agreement who has been Debarred. The Individual acknowledges that CCW shall have the right to terminate this Agreement immediately in the event that the Individual or an Agent is Debarred. Accordingly, the Individual shall provide CCW with immediate notice if during the term of this Agreement the Individual (i) receives notice of action or threat of action with respect to its Debarment; or (ii) becomes Debarred. Cleveland Clinic Wellness maintains and adheres to a Conflict of Interest Policy. In that connection the Individual represents that no CCW employees, officers or directors are employees, officers or directors of the Individual or serve on any boards or committees of or in any advisory capacity with the Individual, except as disclosed, if applicable in this Agreement. By entering into this Agreement, the parties specifically intend to comply with all applicable state and federal laws, rules and regulations, including (i) the personal services safe harbor of the federal antikickback statute (42 U.S.C. 1320a-7(b)) and in particular, that the services performed under the Agreement do not involve the counseling or promotion of a business arrangement or other activity that violates any state or federal law; (ii) the Limitation on Certain Physician Referrals, also referred to as the “Stark Law” (42 U.S.C. 1395nn) and (iii) federal and state privacy laws. Accordingly, no part of any consideration paid hereunder is a prohibited payment for the recommending or arranging for the referral of business or the ordering of items or services; nor are the payments intended to induce illegal referrals of business. In the event that any part of this Agreement is determined to violate federal, state, or local laws, rules, or regulations, the parties agree to negotiate in good faith revisions to the provision or provisions which are in violation. In the event the parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement on sixty (60) days written notice to the other party.

Individual agrees not to release passwords to any person, including any employee or person acting on Individual's behalf. Individual agrees not to allow anyone else to access CCW Systems under Individual's Login. Individual may only access Confidential Information solely for work related activity and strictly on a need to access basis to perform such work. Individual will not disclose any Confidential Information unless required to do so in the official capacity of Individual's employment or contract terms. Individual also understands that Individual has no right or ownership interest in any Confidential Information.

All content included on Cleveland Clinic Websites, including, but not limited to, text, photographs, graphics, button icons, images, artwork, names, logos, trademarks, service marks and data (the "Content"), in any form including the compilation thereof, are protected by U.S. and international copyright law and conventions. Except as set forth below, direct or indirect reproduction of the Content, in whole or in part, by any means, is prohibited without the express written consent of CCW.

CCW grants a limited license to each user to make personal use only of the Website and the associated services in accordance with these terms and conditions of use. This license expressly excludes, without limitation, any reproduction, duplication, sale, resale or other commercial use of the Website and the associated services or data contained within, making any derivative of the Website or the associated services or data contained within, the collection and use of user e-mail addresses or other user information, including, without limitation, health information or any data extraction or data mining whatsoever. The Individual hereby agrees that it is using and will continue to use appropriate PC safeguards such as a personal firewall, Adware/Spyware protection, up-to-date virus protection and access control (consisting of at least a UserID and a Password) on the Individual’s PCs designed to protect the confidentiality, integrity and availability of our sensitive information.

This Web site uses encryption software. While we use state-of-the-art security, no system can perfectly guard against risks of intentional intrusion or inadvertent disclosure of information sent to us. When using GTSD, information will be transmitted over a medium that is beyond the control of The Cleveland Clinic and its contractors. Once the information is received by us, the Individual’s medical information will be treated as confidential and given the same protection that all other Cleveland Clinic medical records are given.

This Website contains links to Websites operated by other parties. The links are provided for the Individual’s convenience only. We do not control such Websites and we are not responsible for the content and performance of these sites. The inclusion of links to other Websites does not imply any endorsement of the material on the Websites or any association with their operators. Cleveland Clinic Wellness does not operate, control or endorse any information, products of services provided by third parties through the Internet. Use of other sites is strictly at the Individual’s own risk including, but not limited to, any risks associated with destructive viruses. The Individual is responsible for viewing and abiding by the terms and conditions of use and the privacy statements of the other Websites. Cleveland Clinic encourages the Individual to be aware when it is leaving The Cleveland Clinic site to read the privacy statements of each and every website that it visits before providing any personally identifiable information.

This Agreement and its Exhibits constitute the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and warranties, representations and/or agreements between the parties in connection with the subject matter hereof, except as specifically set forth and referred to herein. Other documents referred to in this Agreement are an integral part hereof and by this reference are incorporated herein. BY USING THIS WEBSITE, YOU ACCEPT THESE TERMS AND THE TERMS CONTAINED IN THE WEBSITE PRIVACY POLICY.