THE CATHOLIC HEALTH ASSOCIATION OF THE UNITED STATES
Last Updated on October 4, 2005

1. ACCEPTANCE OF TERMS
   
   The CATHOLIC HEALTH ASSOCIATION OF THE UNITED STATES ("CHA") provides its service to you subject to the following Terms of Service ("TOS"). CHA may update this TOS by posting a new version at http://www.chausa.org, and your continued use of the service after any such update constitutes your binding acceptance of such changes.

2. DESCRIPTION OF SERVICE

   CHA provides its users with resources including but not limited to health news, forums, financial information about CHA, job postings, links to other resources, and a storefront (collectively, the "CHA Website"). Unless explicitly stated otherwise, any new features that augment or enhance the current CHA Website shall be subject to the TOS.

3. YOUR REGISTRATION OBLIGATIONS

   By registering for the members-only areas of the CHA Website, or by purchasing from the online resource catalog, registering online for a program, or responding to an online survey, you agree to provide accurate, current, and complete information about yourself as prompted (such information being the "Profile Information") and maintain and promptly notify CHA with any updates to your Profile Information to keep it accurate, current, and complete. If you provide any information that is inaccurate, not current, or incomplete, or CHA has reasonable grounds to suspect that such information is inaccurate, not current, or incomplete, CHA may deny you access to the members-only areas at its sole discretion. CHA limits access to the members-only areas of the CHA Website to employees of Member institutions and to others specifically authorized by CHA. In the event that you discontinue your employment with a CHA Member institution, you are no longer authorized to use the members-only area.

4. ACCOUNT PASSWORD AND SECURITY

   At the time of registration for the members-only areas of the CHA Website, you will select a desired Log-in name and Password. You are responsible for maintaining the confidentiality of the Password and Log-in name, and are fully responsible for all uses of your account, whether by you or others. You agree to (a) keep your Password confidential and not share it with anyone else; (b) immediately notify CHA of any unauthorized use of your Password or account or any other breach of security; and (c) use only your Log-in name and Password to access the CHA Website's members-only areas. CHA cannot and will not be liable for any loss or damage arising from your failure to comply with this Section. As a result of your registration for the CHA Website, you will receive certain commercial communications from CHA related to content found on the CHA Website. You understand and agree that these communications are part and parcel of your registration, and that you may stop receiving these communications at any time by contacting CHA's Service Center.

5. USER CONDUCT

   It is your responsibility to know, understand and abide by the following CHA rules of conduct. These rules are not meant to be exhaustive, and CHA reserves the right to determine what types of conduct it considers to be inappropriate use of the Website and to take such disciplinary measures as it sees fit. CHA reserves the right to add to or amend this list of rules at any time, and you are responsible for checking the TOS for any changes each time you log on.

   You agree that you will not, under any circumstances:

   1. Reproduce, duplicate, copy, sell, transfer, trade, resell or exploit for any commercial purposes, any portion of the CHA Website, (including your CHA Log-in name or Password or other unique identifier or means of authentication provided to you by CHA), the use of the CHA Website, or access to the CHA Website;

   2. Upload, post, e-mail, transmit, share or otherwise make available any content that is unlawful, harmful, disruptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, sexually explicit, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable and/or illegal;

   3. Impersonate any person or entity, including, but not limited to, a CHA employee, or falsely state or otherwise misrepresent your affiliation with a person or entity including any CHA member organization;

   4. Upload, post, e-mail, transmit, share or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (including without limitation the personal information of any other person), or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

   5. Upload, post, e-mail, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

      You understand that all materials submitted by users ("User Materials"), whether privately transmitted or made publicly available, are the sole responsibility of the person from which such User Materials originated. This means that you, not CHA, are entirely responsible for all User Materials that you upload, post, share, e-mail, transmit, or otherwise make available via the CHA Website. Under no circumstances will CHA be liable in any way for any User Materials uploaded, posted, shared, e-mailed, transmitted or otherwise made available via the CHA Website.

      You acknowledge that CHA may or may not pre-screen User Materials, but that CHA and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, and/or move any User Materials that are available via the CHA Website.

      Without limiting the foregoing, CHA and its designees shall have the right to remove any User Materials that violate the TOS or are otherwise objectionable in CHA's sole discretion. You understand that by using the CHA Website, you may be exposed to User Materials that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Materials. You further acknowledge and agree that you will not rely on any content available on or through the CHA Website.

      With respect to User Materials you submit or make available for inclusion on publicly accessible areas of the CHA Website, you grant CHA an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Materials (in whole or in part) and to incorporate such User Materials into other works in any format or medium now known or later developed.

6. INDEMNITY

   YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD CHA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, CO-BRANDERS, AND OTHER PARTNERS, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE CHA WEBSITE, YOUR CONNECTION TO THE CHA WEBSITE, YOUR VIOLATION OF THE TOS, YOUR SUBMISSION, POSTING, OR TRANSMISSION OF USER MATERIALS TO THE CHA WEBSITE, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.

7. MODIFICATIONS TO SERVICE

   CHA reserves the right at any time to modify or discontinue, temporarily or permanently, the CHA Website (or any part thereof), including the members-only areas, with or without notice. You agree that CHA shall not be liable to you or any third party for any modification, suspension or discontinuance of the CHA Website.

8. TERMINATION

   You agree that CHA may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your access to the CHA members-only areas. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other agreements or guidelines, (b) requests by law enforcement or government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance of your employment by a Member institution, (e) discontinuance or material modification of the CHA Website (or any part thereof), (f) unexpected technical or security issues or problems, and (g) extended periods of inactivity. Termination of your CHA account includes (a) removal of access to all offerings within the CHA Website's members-only areas, (b) at CHA's sole discretion, the deletion of all of your account information, files, User Materials, and other content associated with or inside your account (or any part thereof), and (c) barring further use of the CHA Website's members-only areas.

9. DEALINGS WITH ADVERTISERS
   
   Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the CHA Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. YOU AGREE THAT CHA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE CHA WEBSITE.

10. LINKS

    The CHA Website may provide links to other World Wide Web sites or resources. Because CHA has no control over such sites and resources, you acknowledge and agree that CHA is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. YOU FURTHER ACKNOWLEDGE AND AGREE THAT CHA SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH SITE OR RESOURCE.

11. CHA PROPRIETARY RIGHTS

    All title, ownership, and intellectual property rights in and to the CHA Website are owned by CHA or its licensors. You acknowledge and agree that the CHA Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by CHA, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Website, in whole or in part.

12. DISCLAIMER OF WARRANTIES
    
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
    1. YOUR USE OF THE CHA SERVICE IS AT YOUR SOLE RISK. THE CHA SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CHA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. CHA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER MATERIALS.

    2. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE CHA SERVICE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.

    3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHA OR THROUGH OR FROM THE CHA SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

13. LIMITATION ON LIABILITY

    YOU UNDERSTAND AND AGREE THAT CHA SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CHA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE CHA SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CHA SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE CHA SERVICE.

14. EXCLUSIONS AND LIMITATIONS
    
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. NO THIRD-PARTY BENEFICIARIES
    
    You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this Agreement.

16. NOTICE

    CHA may provide you with notices, including those regarding changes to the TOS, by either e-mail, regular mail, or postings on the CHA Website; provided, however, that this Section 16 places no requirements on CHA not already expressly set forth herein.

17. TRADEMARK INFORMATION

    are trademarks and service marks of the Catholic Health Association of the United States (the "CHA Marks").