Partners Membership Agreement -------------------------------------- Terms and Conditions 1. AGREEMENT - Partners services include the time sharing services, databases, and software that are offered as a custom electronic communications system ("Partners") operated by the CDPH/CTCP. 2. PAYMENT - There is no membership fee for use of Partners. This electronic communication service is provided by CDPH/CTCP for the exclusive use of CTCP-funded projects to enhance the flow of information. 3. RESPONSIBILITY FOR ACCOUNT USAGE - You are responsible for safeguarding your password from unauthorized access. The following rules apply to account usage: -Any note designated as confidential in the Partners InfoHub must not be printed, filed, circulated, or otherwise retained. -Other data and information may be downloaded and distributed with attribution. These measures are to ensure that materials on the network, particularly the InfoHub, remain confidential. Since the purpose of the InfoHub is to foster the frank and candid sharing of ideas and strategies among tobacco control advocates, disclosure of these exchanges would severely impair their usefulness. When posting to the InfoHub, participants will have the option to designate their note confidential or not. 4. DISCLAIMER OF WARRANTIES - Services on Partners are offered on an as is basis. CDPH/CTCP does not make any warranties, express or implied, concerning these services, including without limitation, warranties of merchantability and warranties of fitness for a particular purpose. CDPH/CTCP does not make any warranties regarding the accuracy or completeness of the data on Partners. 5. In no event shall CDPH/CTCP be liable for any direct, indirect, special or consequential damages caused by any failure of performance, mistakes, omissions, interruptions, deletion of files, defects, delays in operation of transmission, communications lines failure, theft, destruction, unauthorized access to or use of Partners records, files, or programs, or for any failure or inability to perform by CDPH/CTCP due to any cause beyond their reasonable control. 6. RESOLUTION OF DISPUTES - In the event of any dispute or claim relating to or arising out of this Agreement, the User agrees that all such disputes shall be finally resolved by binding arbitration conducted by the American Arbitration Association. The User agrees that this arbitration provision shall apply to any claims of age, sex, race, or other discrimination, but shall not apply to any claims relating to the misuse or misappropriation of CDPH/CTCP confidential or proprietary business information. 7. MANAGEMENT OF Partners - CDPH/CTCP reserves the right to add, modify, or delete any of the services offered on Partners at any time. 8. TERMS AND TERMINATION - This agreement is effective from the date of issuance of an account confirmation and password (within a welcome letter email) by CDPH/CTCP. Except as indicated below and in Section 3 hereof, this Agreement may be terminated by either party at will. To cancel this agreement, current members must provide written notice to CDPH/CTCP. CDPH/CTCP shall have the right to terminate this Agreement or suspend access to Partners without notice in the event that you: -Have breached this Agreement in any way; -Have used Partners for unlawful or improper purpose, or unauthorized advertising; -Have interfered or threatened to interfere with any other person's privacy or the proprietary rights of CDPH/CTCP; -Have breached any of the provisions in Section 3 of this Agreement. CDPH/CTCP shall not be liable to you for any cost, expense, or damages whatsoever for terminating this Agreement as provided in Section 8 hereof. The provisions of Section 3 shall survive termination of this agreement. CDPH/CTCP shall have the right to determine if your account status is “permanent” or “temporary”. Temporary accounts will be subject to reaffirmation by CDPH/CTCP at given intervals. If not reaffirmed at these intervals, temporary accounts may be suspended or terminated by CDPH/CTCP. 9. MISCELLANEOUS - This Agreement is subject to approval and acceptance by CDPH/CTCP, may not be assigned by you to another party and shall be governed by the laws of the State of California. 10. The member and account holder hereunder is (A), a division, subsidiary or affiliate of (B). (A) has no authority to enter into this agreement without the approval of (B). By signing this Agreement, (B) is hereby authorizing CDPH/CTCP to open an account for (A) pursuant to the terms hereof and (A) and (B) shall be bound by the terms hereof. To the extent that (B) or any other of its divisions, subsidiaries or affiliates wishes to use the services provided hereunder, it must enter into an agreement such as this for each such user. *** VIOLATION OF ANY PART OF THIS AGREEMENT WILL RESULT IN EXPULSION FROM THE SYSTEM. ***