Subject to receipt by CriticalPoint, LLC (the “Company”) of an online acceptance of these Terms of Use and Acknowledgment (these “Terms of Use”) upon your completion of a survey at the end of the Company’s Training Session which you have attended, such acceptance by you individually (“you or “your”), and by you as an authorized representative of your employer organization which you previously named as part of your registration to attend the Training Session (“Organization”), the Company will make available to you via a download link some or all of the following handout materials, which are owned by the Company (or licensed to the Company by an affiliate): (a) password-protected electronic files in MS Word format (or materials in a different format and media) containing one or more sections from the Company’s library of template documents in the nature of Sterile Compounding Standard Operating Procedures and related data collection forms (collectively, the “SOP Templates”), and (b) electronic files in PDF and PowerPoint format (or materials in a different format and media) containing a library of documents in the nature of training resources (the “Training Content”, and together with the SOP Templates, the “Content”). Such delivery of the Content to you shall be subject to the limited license described below and further subject to and in consideration of your agreement and your Organization’s agreement to the provisions of these Terms of Use.

1. The Content is owned and copyrighted by the Company (or an affiliate of the Company), and all rights in the Content are reserved by the Company (on its behalf and/or on behalf of such affiliate). The Content may not be used, reproduced, modified, downloaded, published, disseminated, or transferred, in any form or by any means, except that (a) the Content may be used by you or your Organization only to present the Content for educational purposes and only within your Organization, (b) the SOP Templates may be modified only to include the name and any logo of your Organization and to otherwise customize the SOP Templates to be specifically applicable within your Organization, including to accurately reflect your Organization’s specific desired practice, and (c) whether or not so modified (with respect to the SOP Templates), the Content may be reproduced by you or your Organization for use only for your Organization’s internal business purposes at its business location which you listed as part of your online registration for the Training Session, and not for any commercial or other purposes. The first page of each SOP Template (and all reproductions of the SOP Template, and whether or not modified) shall include the following notice, together with all other legends that may be included in the SOP Template, as provided to you by the Company: “Portions of this SOP Template are proprietary to, and subject to copyright ownership of, CriticalPoint, LLC (or an affiliate), and have been modified by [your Organization] under license and for limited internal use.” All reproductions and all pages of the Training Content shall include the following legend: “Copyright © 2013-2019 CriticalPoint LLC, or an affiliate — All rights reserved. Use of this educational material is subject to the Terms of Use”. You and your Organization agree (a) that your Organization will inform its employees who obtain access to the Content that (i) they may not reproduce, modify, download, publish, disseminate, or transfer, in any form or by any means, any of the Content except as permitted above, (ii) the Training Content is an educational resource only, and is not intended to be used as a final product, or without expert advice when appropriate, and (iii) the Company has disclaimed all warranties and liabilities arising out of the use by the Organization and by such employees of the Content; and (b) that your Organization will be responsible to the Company (and will indemnify the Company (and its affiliates) according to Section 2 below) for any violation of such use restrictions or for any claims made by such employees or by any third parties against the Company (or an affiliate) with respect to the Content.

2. Since the SOP Templates are templates only, they reflect generic guidance available as of the release date of each, and as such, these templates are intended to be used as the basis for your Organization’s development of procedures specific to your Organization. It is your and your Organization’s responsibility to review, revise, add to or subtract from the SOP Templates in order to ensure that the procedures developed by your Organization based on the SOP Templates accurately reflect desired practice at your Organization. All Content is delivered on an “AS IS” basis, WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. You and your Organization and its employees shall be solely responsible for complying with applicable local, state and federal laws with respect to the subject matter of the Content. Further, you and your Organization acknowledge and agree that the SOP Templates are not necessarily up to date and the most current versions of the SOP Templates offered by the Company (at the time provided to you and/or with the passage of time) and that they do not necessarily comply with all regulatory requirements, especially those that may be unique to specific states and localities, and the Company hereby disclaims any obligation to address changing regulatory requirements and those unique to specific states and localities. You and your Organization hereby release the Company from all claims and liability related to your use (or use by your Organization and its employees) of the Content, and your Organization hereby agrees to hold harmless and indemnify the Company (and its affiliates) from and against any and all liabilities, losses or expenses (including reasonable attorneys’ fees) incurred by the Company (or affiliate) arising out of or related to (a) your breach or your Organization’s breach of your respective obligations hereunder, (b) violations of use restrictions set forth in Section 1 by you, your Organization or any of its employees and (c) any claims by you, your Organization or its employees or any third parties based on your, your Organization’s or its employees’ use of the Content. In no event shall the Company’s (and its affiliates’) aggregate liability to you, your Organization and any of its employees, for any claims arising out of the use of the Content, exceed $50.00; and in no event shall the Company (and its affiliates) be liable to you, your Organization or any of its employees for any indirect, special, incidental, consequential or similar damages, including, but not limited to, lost profits or other monetary loss, even if the Company is advised in advance of the possibility of such damages.

3. Your, your Organization’s and its employees’ rights to the Content as stated in these Terms of Use shall terminate immediately at such time that the Company notifies you or your Organization that the right and license to use the Content have be terminated due to your breach (or your Organization’s breach) of the obligations under these Terms of Use, at which time all access and use of the Content by you, your Organization and its employees shall cease.

4. You and your Organization agree that all matters relating to the use of the Content shall be governed by New Jersey law, without regard to conflict of laws principles, and you also agree and hereby submit yourself to the exclusive jurisdiction of the state and federal courts of New Jersey.

5. By your acceptance of these Terms of Use, you hereby also confirm that you are authorized to accept these Terms of Use on behalf of your Organization.