Service Agreement

PLEASE READ THIS SERVICE AGREEMENT AND THESE TERMS AND CONDITIONS CAREFULLY BEFORE REGISTERING FOR YOUR ACCOUNT

Agreement between the American Academy of Sleep Medicine (AASM) and [Name of member sleep center], for Website Hosting Services from AASM. For the purposes of this Agreement, the following definitions shall apply: "Account" means the Account open with AASM by the Center for Website Hosting Services. "Content" means all content over which Center has control on its website. "Registrar" means the domain name registrar used by AASM to carry out its obligations under this Agreement. "Services" means the Website Hosting Services as described under this Agreement. "Term" means the term of the Agreement set forth in Section 1.03 of the Agreement. "Website Hosting Fees" means the then current fees for the Website Hosting Services provided by AASM. "Website Hosting Services" means those services provided by AASM in accordance with Article II of the Agreement. I. Website Hosting Services 1.01 - Website Services. AASM shall host the Centers website on its server during the Term of this Agreement. The Center will pay the Website Hosting Fee, to include a one-time development fee and a hosting fee that is paid annually, set forth below to AASM in exchange for the Website Hosting Services. 1.02 - Website Maintenance. As part of the Website Hosting Services, the Center will be able to add, remove and modify the Centers on-line listings at any time using a web browser. In addition, the Center may request up to five (5) technical support tickets requiring no more than thirty (30) minutes of technical support time per ticket at no charge on an annual basis. Any additional requests for tech support to the website will be charged at the then current prices for additional support. 1.03 - Term. This Agreement shall take effect as of the current date by which you accept these terms (the effective date) for an initial term to conclude on December 31, 2005. AASM may terminate the Website Hosting Agreement upon five (5) days notice to Center in the event of non-payment for any Website Hosting Services. The Agreement shall terminate immediately upon Center ceasing to be a member of AASM. No refunds of payments received shall be returned for termination by reason of lapse in membership. In the event a Center does not renew the web site services for any reason, the web site and its contents are non-transferable. 1.04 - Website Hosting Fee. The Center agrees to pay the Website Hosting Fee in advance, on an annual basis according to the then current price for the Website Hosting Services. The Website Hosting Fee is non-refundable. The Website Hosting Fee entitles the Center to a maximum of ten (10) Web site pages and the support tickets pursuant to section 1.02. II. Additional Terms Applicable to All Services 2.01 - License Granted to AASM. The Center grants AASM a non-exclusive, worldwide and royalty-free license for the Term hereof to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, or otherwise use the Content of the Centers website as necessary for the purpose of rendering and operating the Services to the Center under this Agreement. The Center expressly grants to AASM a license to cache materials distributed or made available for distribution via the Services, including Content supplied by third parties, and agree that this caching is not an infringement upon the Centers intellectual property right or any third partys intellectual property rights. 2.02 - Warranties and Representations. The Center warrants, represents and covenants to AASM that: (a) the Center possesses the legal right and ability to enter into this Agreement; (b) the Center will use these Services only for lawful purposes in accordance with this Agreement and all applicable policies and guidelines; (c) the Center has verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including Content, descriptive claims, warranties, guaranties, nature of business and address where business is conducted; (d) the Centers Content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance; and (e) the Centers Content shall not include any references to fees charged by Center or its participating professionals nor shall Centers Content contain any advertising of products or services of third parties. FURTHER, UNDER THE PROVISIONS OF THE STARK ACT, CENTERS MAY HYPERLINK TO GOVERNMENT SITES SUCH AS THE NIH WITHOUT WRITTEN APPROVAL OF THE AASM. HYPERLINKING TO ANY OTHER WEB PAGE WITHOUT PRIOR WRITTEN APPROVAL OF THE AASM IS STRICTLY PROHIBITED. 2.03 - Rights of AASM. AASM may restrict or remove from its servers any Content that violates this Agreement or any related policies or guidelines, or is otherwise objectionable or potentially infringing on any third partys rights or that potentially violates any laws. If AASM becomes aware that the Center has possibly violated this Agreement, any related policies or guidelines, third party rights or laws, AASM may immediately take corrective action, including restricting or prohibiting any and all uses of Content on AASMs systems and disabling or removing any of the Centers Content distributed or made available for distribution via the Services. These rights of action, however, do not obligate AASM to monitor or exert editorial control over the information available for distribution via the Services. If AASM takes corrective action because of any possible violation, AASM will not refund to the Center any fees paid by the Center in advance of the corrective action. 2.04 - Disclaimer of Warranties. AASM exercises no control over, and accepts no responsibility for, the Content of the information passing through AASMs host computers, network hubs or the Internet. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED AS IS AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, ANY FAILURE BECAUSE OF COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AASM DOES NOT MAKE AND DISCLAIMS, AND CENTER WAIVES ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. 2.05 - Limitations of Liability. IN NO EVENT WILL AASM HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS, OR DEVISES. AASM WILL HAVE NO LIABILITY WITH RESPECT TO AASMS OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTIAL, OR PUNITIVE DAMAGES EVEN IF AASM HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THE LIABIILTY OF AASM TO THE CENTER FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT CENTER ACTUALLY PAID TO AASM UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. 2.06 - AASM Materials and Intellectual Property. All materials, including any computer software (in object code and source code form), data and information, and artwork, design, or graphics that AASM or its suppliers or agents develop or provide under this Agreement, and any know-how, methodologies, equipment, or processes AASM uses to provide the services to the Center, including all copyrights, trademarks, patents, trade secrets and any other proprietary right therein will remain AASMs or its suppliers sole and exclusive property. AASM will also maintain and control ownership of all Internet Protocol (IP) numbers and addresses that AASM may assign to the Center. AASM may, in its sole discretion, change or remove any and all IP numbers and addresses. AASM acknowledges that the Center retains ownership of the logos and content that are specific to the Center. 2.07 - Entire Agreement. This Agreement, in conjunction with all policies and guidelines incorporated by reference, constitutes the entire agreement between the Center and AASM with respect to the subject matter of this Agreement, and there are no representations, understandings or agreements that are not fully expressed in this Agreement and the related policies and guidelines. This agreement is non-transferable. 2.08 - Modifications of Agreement. The Center agrees during the Term of this Agreement, AASM may revise the terms and conditions of this Agreement and change the Services provided under this Agreement. Any such revision or change will be binding and effective immediately on the posting of the revised Agreement or any change to services on AASM's website and upon notification to the Center by email or regular mail as per the notice provision of this Agreement in Section 2.09 below. If after any such revision or change has been made by AASM, the Center decides that they do not wish to be bound by such change, the Center may terminate this Agreement pursuant to Section 1.03 above. 2.09 - Notice. Unless specified otherwise in this Agreement, any notice, direction, or other communication required or referenced under this Agreement shall be in writing, and shall be effective upon delivery by regular mail. Notice by regular mail to AASM shall be sent to: Executive Director American Academy of Sleep Medicine One Westbrook Corporate Center, Suite 920 Westchester, IL 60154 Notice by regular mail to the Center shall be sent to the mailing address provided in the Center's Account Information. Any communications sent via regular mail shall be presumed to have validly and effectively delivered five (5) business days after the date of mailing. 2.10 - Rights and Remedies upon Material Breach; Right to Cure: Upon the occurrence of a material breach by a party, the non-breaching party may give notice of such material breach to the breaching party. Upon receipt of such notice, if the breach is of a nature that it can be cured, the breaching party shall have one (1) opportunity to cure such breach within thirty (30) days after its receipt of notice. If the breach is one that cannot be cured, or upon the breaching partys failure to timely cure a breach, the non-breaching party shall be entitled to: (a) terminate this Agreement; and/or (b) seek to recover from the breaching party damages and any other relief at law or in equity that the non-breaching party may deem appropriate. 2.11 - Indemnification and Hold Harmless: Each party shall indemnify, defend, and hold harmless the other party and its directors, officers, employees, and agents from and against any and all claims, liabilities, obligations, judgments, causes of action, costs, and expenses (including reasonable attorneys fees) arising out of: (a) the performance or failure to perform in accordance with the terms of this Agreement on the part of such party or of any of such partys agents or subcontractors; or (b) such partys breach of any of its warranties made hereunder. The terms of this Section 2.11 shall survive the expiration or any termination of this Agreement. 2.12 - Governing Law, Choice of Forum and Attorneys Fees - This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Illinois without regard to its rules regarding conflicts of laws or any other law or rule that would cause the laws of any jurisdiction other than the State of Illinois to be applied. Any disputes arising out of or related in any way to this Agreement, its performance or breach, including but not limited to actions seeking equitable relief, shall be brought exclusively in the courts of the state of Illinois located in the City of Chicago, or the United States District Court for the Northern District of Illinois. In any suit or action brought concerning this Agreement, its interpretation, performance or breach, the prevailing partys costs of such action, including reasonable attorneys fees, shall be paid by the other party. III. ACCEPTANCE 3.01 - Acceptance of Website Hosting Services. By selecting I ACCEPT where indicated, the Center is entering into Sections I and II and III of the Agreement regarding Website Hosting Services. Please read the terms carefully before selecting I ACCEPT. By selecting I ACCEPT, the Center acknowledges that it has read this Agreement, understands it and agrees to be bound by it. If the Center does not agree to all these terms, AASM is unwilling to enter into this Agreement, and the Center should select I DO NOT ACCEPT or click the CANCEL button on the order form to discontinue this process. IN WITNESS WHEREOF, each of the parties has executed this agreement as of the date of acceptance.

 I accept these terms and conditions