You represent and warrant that you (a) are affiliated with a Member Hospital of the Vermont Oxford Network or an organization that provides neonatal services to such a Member Hospital; (b) have been designated as an authorized User of the Site by an Administrator at the Member Center; and (c) are accessing the Restricted Access Sections of the Site solely for the purposes specified below. You agree to take all efforts reasonably necessary to protect the privileged and confidential nature of the proceedings that occur on the Site and will not disclose or use any findings, evaluations, analyses, statements, opinions, or recommendations made or exchanged in the Site (or any records thereof) for any purpose not specifically related to improving the quality of care rendered to Members� patients.

The Restricted Access Sections of the Site exist for the purpose of improving the quality of care delivered to neonatal patients by the health care professionals of the members of Vermont Oxford Network, Inc. (the "Members"). The proceedings that take place in the Restricted Access Sections of the Site involve both the retrospective evaluation of health care that has been rendered by the health care professionals of the Members and the prospective analysis of ways in which the quality of care rendered in the present and future might be improved. Retrospective evaluations involve the review of care provided in the past to determine whether such care was medically necessary and indicated and/or whether such care was delivered in accordance with the accepted standards of the specialty or practice of the health care professional or institution rendering the care. Such evaluations may focus on the methods and techniques, the risks and benefits, and the reasonableness of the costs associated with the care provided.

The purpose of all proceedings that occur in the Restricted Access Sections of the Site is to improve the quality of care rendered to the patients of the Members by reducing morbidity, mortality or patient injury associated with the care provided and the underlying illnesses and conditions for which care is rendered. Such improvement may take the form of increased awareness of issues related to patient care, the development of new or different standards of care or heightened review of care via various quality control techniques.

In order for the Restricted Access Sections of the Site to serve the purposes delineated above, the proceedings which occur in the Restricted Access Sections must be frank and unfettered by concerns over improper dissemination and use of any findings, evaluations, analyses, statements, opinions or recommendations made or exchanged for purposes beyond and unrelated to those outlined above.

As a User of the Restricted Access Sections of the Site you agree to only use the information provided to improve the quality and safety of health care for neonatal patients who are treated at the Member Hospital or families of these patients.

Unless replaced by a later agreement to which you and Vermont Oxford Network agree, this Sign-On Agreement shall continue in full force and effect. You acknowledge that, as a convenience to you, Vermont Oxford Network is not requiring you to read the terms set forth in this Sign-On Agreement each time you access the Site. Rather, by entering into this Sign-On Agreement once, you have agreed to be bound by the terms hereof on an ongoing basis.

If you choose not to accept the foregoing terms and conditions governing the access and use of the Site, then you will not be given user privileges or have access to the Restricted Access Sections of the Site.

You agree that this Sign-On Agreement shall be valid and enforceable and that you shall not challenge its validity or enforceability due to the fact that it is an electronic (or "click-wrap") agreement rather than being a manually executed document.

NOTICE AND DISCLAIMER

Because the Members of the Vermont Oxford Network are located not only throughout the United States but throughout many countries (for example, in Canada, Europe, the Middle East, Asia, Japan, Australia, and New Zealand), there is uncertainty as to the ability of each Member to protect and preserve the confidentiality of any findings, evaluations, analyses, statements, opinions or recommendations that are made or exchanged through the Site. There is no legal precedent addressing issues involved in the confidentiality of cross-jurisdictional peer review or quality assurance processes such as that which occurs in the Restricted Access Sections of the Site. Accordingly, it is incumbent upon each Member to determine the extent to which the jurisdiction in which the Member is located will provide protection against the ability to subpoena or discover information or records related to any retrospective review or prospective analysis of health care conducted under the auspices of the Site.

VERMONT OXFORD NETWORK, INC. DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE, ANY WARRANTY OF COMPATIBILITY BETWEEN THE SITE OR SOFTWARE OR DATA PROVIDED BY VERMONT OXFORD NETWORK AND EQUIPMENT OR SOFTWARE OWNED OR USED BY YOU, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE. YOU AGREE THAT VERMONT OXFORD NETWORK SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF DATA, LOST PROFITS, LOSS OF BUSINESS, OR OTHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, EVEN IF VERMONT OXFORD NETWORK HAS BEEN INFORMED OF THEIR POSSIBILITY.