ASHP’s CareerPharm Services Contract

1. Introduction. Please read this Web page carefully. It contains the Terms and Conditions governing your access to and use of the American Society of Health-System Pharmacists’ (“ASHP”) online career center known as CareerPharm ™ (“Site.”)
If you do not accept these Terms and Conditions or you do not meet or comply with these provisions, you may not use the Site. If you are an employer, recruiter, executive search organization, or advertising agency using the Site, you may have entered into a Service Agreement with ASHP for your use of CareerPharm services, in which case these Terms and Conditions are part of that Service Agreement.

2. Binding Agreement. These Terms and Conditions (as they may be amended from time to time by ASHP) form a legally binding agreement between you (“User”) and ASHP, a 501(c)6 corporation organized and existing under the laws of the State of Maryland. By clicking on the “Accept” button below, you will be indicating (a) that you have read the following Terms and Conditions, (b) your acknowledgment of the Terms and Conditions; and (c) your acceptance of the Terms and Conditions. You are additionally agreeing to use the Site at your own risk.

3. Certain Definitions. The following definitions apply to these Terms and Conditions:
" CareerPharm Site" or the "Site" includes www.careerpharm.com in its entirety and its Content, Text, Graphics, Design, Programming and Services as applicable in the context.
" Content" includes all Text, Graphics, Design and Programming used on the Site.
" Text" includes all text on every page of the Site, whether editorial, navigational, or instructional.
" Graphics" includes all logos, buttons, and other graphical elements on the Site, with the exception of paid advertising banners.
" Design" includes the color combinations and the page layout of the Site.
" Programming" includes both client-side code (HTML, JavaScript, etc.) and server-side code (Active Server Pages, VBScript, databases, etc.) used on the Site.
" Document" refers to any posting to the Site, whether job or Resumé.
" Services" means any services provided on the Site by ASHP’s CareerPharm or its agents.
" User" refers to any individual or entity who uses any aspect of the Site.
" Jobseeker" means a User who is accessing the Site to search for a job or in any other capacity except as an Employer.
" Employer" means a person or entity that is accessing the Site to post a job or is in any manner related to the purpose of seeking candidates for employment.
" You" and "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.

4. Acceptable Use of the Site.
4.1 General Use Rules. The Site is intended for individuals seeking employment and for employers and recruiters seeking candidates for employment. You may use this Site only for lawful purposes within the stated context of ASHP’s intended and acceptable use of the Site. ASHP is the sole interpreter of the Site’s intended and acceptable use.
4.2 License to Use by Users who are Jobseekers. ASHP hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Site solely for your personal, noncommercial use. Your use of the Site is a privilege. ASHP reserves the right to suspend or terminate that privilege for any reason or for no reason at any time, in its sole discretion. Use of the Site by individuals seeking employment (living individuals seeking employment on a full-time, part-time or contract basis on his or her behalf) is free of charge.
4.3 License to Use by Users who are employers. ASHP hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your internal business use in seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Site solely for your use and solely for the purpose of searching and recruiting job prospects. Users of the Resumé Database please see our Resumé Database Terms and Conditions below in Exhibit 2 for further clarification. ASHP reserves the right to suspend or terminate your access and use at any time if ASHP determines that you are in breach of any of these Terms and Conditions.
4.4 Other Specific Rules. You represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Site complies with these Terms and Conditions.
4.5 Rules for Posting, Conduct and Security. You agree to comply with the "Rules" for posting, conduct and security on the Site, which are attached hereto as Exhibit 1.

5. Intellectual Property Rights. The Site and all right, title and interest in and to the Site is the sole property of ASHP and is protected by U.S. copyright and international treaties. Except for the limited licenses expressly granted to you in these Terms and Conditions, ASHP reserves for itself and its licensors all other right, title and interest in and to the Site. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it for any public or commercial purpose whatsoever. This includes copying or adapting the HTML code used to generate Web pages on the Site. "CareerPharm," the CareerPharm design logo and certain other names or logos are service marks or trademarks of ASHP, and all related product and service names, design marks and slogans are the service marks or trademarks of ASHP. In addition, the "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by ASHP's trademarks, service marks and copyrights. All other product and service marks contained on the Site are the trademarks of their respective owners.

6. Disclaimers and Limitations on ASHP’s Liability.
6.1 Allocation of Responsibility. ASHP assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users.
6.2 No endorsements by ASHP. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether with regard to its Web site, products, services, hiring, experience, employment, recruiting practices, or otherwise.
6.3 No Guaranty of Results. ASHP is not an employment agency or a recruiting firm, and makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting the employment objectives of Users. ASHP does not guarantee that Documents posted by Users will result in candidates being hired or positions being filled, and is not responsible for any employment decisions, for whatever reason made, made by any User.
6.4 WARRANTY DISCLAIMERS
(a) THE SITE IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ASHP, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. ASHP MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE.
(b) Without limitation on the foregoing:
(i) ASHP DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, ASHP IS NOT RESPONSIBLE FOR THOSE COSTS.
(ii) ASHP makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk.
(iii) ASHP makes no representations or guarantees regarding the Content of the Site, including, but not limited to, broken links, inaccuracies or typographical errors.
6.5 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE INTERNET GENERALLY, AND THE DOCUMENTS YOU POST OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITE.
(b) IN NO EVENT SHALL ASHP (OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ASHP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN ASHP'S MAXIMUM LIABILITY TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
(d) IN NO EVENT SHALL ASHP (OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DAMAGES IN EXCESS IN THE AGGREGATE OF US$200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH CAREERPHARM, THE AMOUNTS ACTUALLY PAID BY YOU TO CAREERPHARM UNDER THIS AGREEMENT IF GREATER THAN US$200.00).
(e) Due to the nature of these Terms and Conditions, in addition to money damages, ASHP will be entitled to equitable relief upon a breach of these Terms and Conditions by you.

7. Links to Other Sites. CareerPharm may contain links to third party Web sites. These links are provided solely as a convenience to you and not as an endorsement by ASHP of the contents on such third-party Web sites. ASHP is not responsible for the content of linked third-party sites, makes no representation regarding the content or accuracy of materials on such third-party Web sites, and specifically disclaims any and all liability for the content and/or accuracy of materials on such third party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk.

8. Amendments to this Agreement and Changes to Site. ASHP may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on the date they are posted on the Site (or as otherwise stated in the any notice of such changes). Any use of the Site will be considered acceptance by you of the then-current Terms and Conditions. If at any time you find the Terms and Conditions unacceptable, you may not use the Site any longer. Any new or different terms supplied by you are specifically rejected by ASHP unless ASHP agrees to them in a signed writing specifically including those new or different terms. ASHP may change the Site at any time.

9. Indemnity. You agree to defend, indemnify, and hold harmless ASHP (and its officers, directors, employees, members and agents) from and against any claims, actions or demands (including, without limitation, costs, damages and reasonable in-house and outside legal and accounting fees) alleging or resulting from or in connection with your use of the Site, any Document posted by you, or your breach of these Terms and Conditions. ASHP shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.

10. User Information. The Privacy Policy posted on the Site is incorporated in this Agreement by this reference. The Privacy Policy governs data collected through ASHP’s CareerPharm on-line operations only. In addition, ASHP reserves the right to comply, in its sole discretion, with legal requirements.

11. Questions and Notices. Questions concerning the use of the Site should be directed to Share Your Feedback. Notices shall be sent, for ASHP, to the address listed on the Site, and, for you, to the address submitted by you or such other address as ASHP reasonably determines is an appropriate address for you.

12. General. ASHP’s contact information is listed on the Site. ASHP makes no claims that the Content is appropriate or may be downloaded from outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Site. If you access CareerPharm from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms and Conditions are governed by the internal substantive laws of the State of Maryland, without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms and Conditions shall lie exclusively with the state or federal courts in the State of Maryland. Your relationship to ASHP is solely that of independent contractors. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of these Terms and Conditions, which shall remain in full force and effect. All provisions of these Terms and Conditions shall survive termination except those granting access or use to the Site, and in the event of termination for any reason whatsoever, you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under these Terms and Conditions. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by ASHP in a particular "Legal Notice," or software license or material on particular Web pages of the Site, these Terms and Conditions constitute the entire agreement between you and ASHP.

Exhibit 1–Rules regarding Posting, Conduct and Security

ASHP is the sole interpreter of these rules. Users who violate these rules may have their access to and use of the Site suspended or terminated, at ASHP’s sole discretion. ASHP reserves the right to change these rules at any time and at our sole discretion.

1.1 Posting Rules:
(a) Your Document may not contain: (i) links to Web sites (to advertise your company or Web site, see our Advertising Opportunities.); (ii) copyrighted material (unless you own the copyright or have the owner's express written permission to post the copyrighted material); (iii) trade secrets (unless you own them or have the owner's express written permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) anything that is sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vi) anything that is embarrassing or offensive to another person or entity
(b) You may not use your Document(s) to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information; (iii) post advertisements or solicitations of business (including, but not limited to, Multi-Level Marketing [MLM] positions, Email Processors, Project 21, franchises, "club memberships," distributorships, or anything requiring a monetary investment by the User); (iv) post chain letters or pyramid schemes; or (v) post opinions or notices, commercial or otherwise; or (vi) work from home opportunities.
(c) Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted. Documents from any third party charging a fee or restricting complete access to all Resumé information are prohibited.
(d) Job postings must be individual openings for traditional, W-2 or 1099 employees.
(e) Resumé postings must contain the accurate Resumé of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf.
(f) ASHP is under no obligation to monitor the Documents posted on the Site, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed without notice at ASHP's sole discretion. Advertisements and any other material deemed not to be in harmony with the provisions of this Agreement will be rejected without comment in the sole discretion of ASHP.

1.2. Conduct Rules:
(a) You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the employer's business by our competitors are prohibited.
(b) You may not send unsolicited commercial email to Users.
(c) You may not upload, post, email, or otherwise transmit or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, or any other form of solicitation to Users.
(c) Protect your password. You are responsible for maintaining the confidentiality of your information and password. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify ASHP immediately of any unauthorized use of your registration and password.
(d) Report inappropriate postings or conduct to Share Your Feedback.
(e) You may not delete or revise any material posted by any other person or entity.
(f) ASHP is under no obligation to monitor the conduct of its Users, but it may investigate from time to time and may respond when violations are reported.

1.3 Security Rules:
(a) Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (i) accessing data not intended for such User or logging into a server or account to which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing"; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil liability or criminal prosecution.
(b) Violation of these Security Rules may result in civil liability or criminalprosecution. ASHP will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

Exhibit 2–Resumé Database usage terms

Please carefully read the following terms and conditions for purchase and use of ASHP’s CareerPharm™ Resumé Database.
ASHP owns and operates a website located at www.careerpharm.com (the “Site”), pursuant to which it offers employers and recruiters membership accounts allowing access to ASHP and CareerPharm’s online Resumé Search database (“Resumé Search”). This Agreement provides the terms and conditions of such membership accounts.

2.1. Access Authority and Conditions.
Subject to compliance with each of the terms of this Agreement, ASHP agrees to permit you to access the CareerPharm™ Resumé Search database (“Resumé Database”) via the Site for the purpose of viewing and/or downloading a single copy of available Resumés solely for your use. Following are certain requirements regarding such access:
2.1.1. The Resumé Database is to be accessed and used solely by you. Upon your successful registration and creation of an account along with a username and password and upon having at least one active job posted to the Site. You may not provide Your password or otherwise permit access to the Resumé Database to any third party. You may download, one at a time, up to 50 Resumés per day (400 per month) for Your use in accordance with the terms of this Agreement. You may not provide or distribute such Resumés to any third party. You are responsible for protecting and keeping Your password confidential.
2.1.2 You many not use the Resumé Database in any way which, in ASHP’s reasonable judgement, adversely affects the performance or function of the Site or the Resumé Database or interferes with the ability of other Resumé Database purchasers.
2.1.3 ASHP may terminate, update, alter or supplement all or any part of the Resumé Search offering at any time. By permitting access to the CareerPharm Resumé Database via Resumé Search, ASHP does not convey any interest in or to the Resumé Database or any other ASHP property or service. All right, title, and interest in and to the Resumé Database shall remain in ASHP.
2.1.4 You agree that your access to the Resumé Database will be in compliance with any additional usage requirements provided by ASHP from time to time.

2.2 Subscription Period
In order to gain access to the Resumé database, You must have at least one active job on CareerPharm™. Then, this agreement shall commence as of the date you click the “I Accept” button, agreeing to be bound by the terms and conditions of this Agreement (“Effective Date”) and shall continue for the time period during which your job is active, unless terminated earlier by ASHP as provided herein. You may not cancel this Agreement for any reason during the Subscription Period.

2.3. Expiration and Renewal
Following the expiration of your Subscription Period, Your Resumé Database access will expire. You must have at least one active job on CareerPharm to maintain access to the Resumé Database. This agreement shall continue for the duration of resumé search access.

2.4. Disclaimer of Warranties
Resumé SEARCH AND USE OF THE CAREERPHARM Resumé DATABASE ARE PROVIDED “AS IS”. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF Resumé SEARCH OR THE CAREERPHARM Resumé DATABASE IS GIVEN OR ASSUMED BY ASHP, CAREERPHARM OR ITS AGENTS. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. ASHP MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE CAREERPHARM ResuméS. ASHP AND CAREERPHARM DO NOT WARRANT THAT YOUR USE OF THE CAREERPHARM Resumé DATABASE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.

2.5. Limitation of Liability
IN NO EVENT WILL ASHP OR CAREERPHARM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR PENALITES (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS OR INABILITY TO ACCESS THE Resumé DATABASE) ARISING HEREUNDER OR IN CONNECTION HEREWITH, EVEN IF ASHP OR CAREERPHARM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR PENALTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL ASHP’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS TO YOU OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION OR CLAIM WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU.

2.6. Indemnification
You will, at your sole cost and expense, indemnify and hold harmless ASHP, CareerPharm, and its affiliates and its and their respective officers, directors, employees, agents, successors and assigns from and against any and all claims, losses, damages, judgments, costs and expenses (including attorneys’ fees and expenses) arising out of or related to your Resumé Search or use of the Resumé Database or any breach of the terms hereof in any manner. You shall permit ASHP to participate in any such action to the extent, in ASHP’s judgement, that ASHP may be prejudiced thereby, and You shall not settle any such action without the prior written consent of ASHP.

2.7. Amendments
ASHP reserves the right to modify the terms and conditions of this Agreement or provide additional usage requirements in its sole discretion at any time by posting a revised version hereof or by otherwise making such revised terms available for review by you. Any such modifications will supersede all prior versions after the revised version has been posted or by otherwise made available as described above. Your continued use of the benefits of your Resumé Search and the Resumé Database after posting or availability constitutes Your agreement to the revision(s).

2.8. Authority
You represent and warrant that the person accepting this Agreement has full right and authority to enter into this Agreement on Your behalf.

2.9. Controlling Law and Jurisdiction
This Agreementshall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed, interpreted and enforced in accordance with the laws of the State of Maryland, without giving effect to any choice or conflict of law provision or rule (either of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Maryland. The exclusive jurisdiction for any action relating to this Agreement shall be the courts in the State of Maryland, and the parties consent to such jurisdiction.

2.10. Force Majeure
ASHP shall not be liable or responsible for any delay or failure in performance if such delay or failure is due to causes beyond its control.

2.11. No Assignment
You may not assign this Agreement or any of your rights hereunder. Any such attempted assignment shall be null and void.

By clicking on the “I Accept” button during account creation, you will be indicating that you have read the preceding terms and conditions, that you agree to be bound by the all of the terms and conditions contained in this entire agreement, and you will have entered into a legally binding perpetual contract with ASHP and CareerPharm.

Violation of any of these terms and conditions may result in civil liability or criminal prosecution . ASHP will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

ASHP reserves the right to suspend or terminate services at any time either with or without notice and with no refund to any customer found to be violating or to have violated this contract.