1.1 The Perinatal Quality Foundation, Nuchal Translucency Quality Review Program, Credentialing Examination for Fetal Heart Monitoring
and the Cervical Length Education and Review (CLEAR) program (herein referred to as the "Foundation","we," "us",
"our" ") provides and makes available these web sites:
(hereinafter collectively referred to as the "Website").
read this Agreement carefully. By accessing, browsing or otherwise using the Website, you acknowledge that you have read, understood,
and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you should not access, browse
or use the Website.
1.2 You understand and agree that we may change this Agreement at any time without prior notice. If you maintain an active account with
us, we will provide you an email notice of the change(s) to the Agreement. You may read a current copy of this Agreement at any time
and conditions will become effective thirty (30) days after posting. Any use of the Website after such posting shall constitute your
acceptance of such revised terms and conditions. If any change to this Agreement is not acceptable to you, your sole remedy is to cease
accessing, browsing and otherwise using the Website.
1.3 Your access to and use of this Website are also subject to program-specific Privacy Protection Policies and any applicable Policies
and Procedures that are posted on websites linked to Website.
2.1 This Website contains material, including but not limited to software, text, graphics and images (collectively referred to as the
"Content"). We may own the Content or portions of the Content may be made available to us through arrangements that we have with
third-parties. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may
result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or
display the Content, except as permitted under this Agreement. No other use is permitted without our prior written consent. You must
retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not
sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version
of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content
on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this
Agreement, your right to access and/or use the Content and Website shall automatically terminate and you shall immediately destroy
any copies you have made of the Content.
2.2 The trademarks, service marks, and logos of the Foundation and its programs (the "Foundation Trademarks") used and displayed
on this Website are registered and unregistered trademarks or service marks of the Foundation. Other company product and service names
located on the Website may be trademarks or service marks owned by third-parties (the "Third-Party Trademarks", and, collectively
with the Foundation Trademarks, the "Trademarks"). Nothing on this Website or in this Agreement should be construed as granting,
by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on this Website without the prior written
consent of the Foundation specific for each such use. The Trademarks may not be used to disparage the Foundation or any applicable
third-party, the Foundation's or any third-party's products or services, or in any manner that may damage any goodwill in the
Trademarks. All goodwill generated from the use of any Foundation Trademark shall inure to the Foundation's benefit.
2.3 You agree not to: (a) take any action that imposes an unreasonable load on the Website's infrastructure, (b) use any device,
software or routine to interfere or attempt to interfere with the proper working of the Website or any activity being conducted on
the Webite, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the
Website, (d) delete or alter any material posted on the Website by the Foundation or any other person or entity, or (e) frame or
link to any of the materials or information available on the Website.
2.4 The Website may contain links to third-party web sites ("External Sites"). We provide these links solely as a convenience to
you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided
by others. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such
links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or
accuracy of any materials on such External Sites. You should take precautions when downloading files from web sites to protect your
computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
2.5 Certain elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and
may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except
as otherwise expressly permitted by Section 2.1 of the Agreement. None of the Content for this Website may be retransmitted without
the express written consent from the Foundation for each and every instance.
2.6 The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing
on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials on the Website infringe
your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. Notices and
counter-notices must meet the then current statutory requirements imposed by the DMCA. Notices and counter notices with respect to the
Website should be sent to the Foundation:
Jean Lea Spitz, Executive Director
Perinatal Quality Foundation
P.O. Box 21803
Oklahoma City, OK 73156
By Email : firstname.lastname@example.org
3.1 The Content includes the assessments accessible through this site that are designed and intended to elicit information from you and
other users. ("Assessments").
3.2 You agree that the Assessments are confidential information of the Foundation, and that your use of the Assessments is pursuant to
a limited, terminable, revocable license from the Foundation solely for the purpose of responding to the Assessments in connection with
your use of the Website under this Agreement. You represent, warrant, and covenant that you will not copy, distribute, or in any way
disseminate any or all of the questions comprising the Assessments. You further represent, warrant, and covenant that you will complete
the Assessments solely utilizing your unaided memory, and that you will not consult any third parties or external materials in
responding to the Assessments.
3.3 In the event that your access to the Assessments is paid for by a healthcare institution (for example, a health care facility
employing you), you hereby; (1) acknowledge said institution’s right to receive upon its request, any and all information related
to the results of your Assessments, (2) consent to Foundation releasing such information to said institution as detailed in the
aforementioned Policies and Procedures, and (3) acknowledge that such institution may also share the results of your Assessments,
in the form of aggregate test results, with a third party provider of education (for example, an education provider administering
the test as part of a seminar or continued learning exercise).
3.4 In consideration for your use of the Website, you hereby assign and transfer, and, to the extent any such assignment or
transfer cannot be made at the present time, agree to assign and transfer to the Foundation your right, title and interest to the
information that you provide in response to the Assessments.
4.1 The Foundation and the authors and experts contributing to the Content (“Authors”) are not responsible for errors or omissions in
the Content or for any consequences from application of the information in the Content and make no warranty, expressed or implied, with
respect to the contents of the Content.
4.2 Perinatal Quality Foundation represents and warrants that it owns or has sufficient legal rights in the Content and will defend,
indemnify, and hold harmless any authorized user of the Content for any claims alleging misappropriation or infringement of third party
intellectual property rights arising from that user's authorized use of the Content.
4.3 Except as otherwise set forth in article 5, the Foundation, its affiliates, their respective officers, directors, employees, agents,
suppliers, licensors, and the authors and their affiliates, officers, directors, employees, agents, suppliers, licensors and sponsoring
organizations (collectively, the "Foundation Parties") make no warranties or representations about the content, including but not
limited to its accuracy, completeness, timeliness, or reliability. The Foundation Parties shall not be subject to liability for the
truth, accuracy or completeness of the Content or any other information conveyed to the user or for errors, mistakes or omissions
therein or for any delays or interruptions of the data or information stream from whatever cause. You agree that your use the web site
and the content at your own risk.
The Foundation Parties do not warrant that the Website will operate error free or that the Website, its server, or the content are free
of computer viruses or similar contamination or destructive features. If your use of the Website or the Content results in the need for
servicing or replacing equipment or data, no Foundation Party shall be responsible for those costs.
Except as otherwise set forth in article 5, the Website and Content are provided on an "as is" and "as available" basis without any
warranties of any kind. The Foundation Parties disclaim all warranties, including, but not limited to, the warranties of title,
merchantability, non-infringement of third parties rights, and fitness for particular purpose.
4.4 In no event shall any Foundation Party be liable to any Content user, Content beneficiary, or any third party for any damages
whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or
business interruption) resulting from the use of or inability to use the Website and the Content, including the assessments, in excess
of the fees paid for the Content, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if
such Foundation Party has been advised of the possibility of such damages.
4.5 Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the
above limitations or exclusions may not apply to you. In such states, the liability of the Foundation Parties shall be limited to the
greatest extent permitted by law.
You agree to defend, indemnify, and hold harmless the Foundation Parties from and against any claims, actions, or demands, including,
without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement or your access to,
use or misuse of the Content or Website. The Foundation shall provide notice to you of any such claim, suit, or proceeding. The
Foundation reserves the right to assume the exclusive defense and control of any matter, which is subject to indemnification under
In such case, you agree to cooperate with any reasonable requests assisting the Foundation's defense of such matter.
6.1 The Foundation reserves the right, in its sole discretion, to restrict, suspend, or terminate this Agreement and your access to all
or any part of the Website or the Content at any time and for any reason without prior notice or liability. The Foundation reserves the
right to change, suspend, or discontinue all or any part of the Website or the Content at any time without prior notice or liability.
6.2 Sections 2 (Use of the Website), 4 (Limitation of Liability and Warranty), 5 (Indemnification), 6 (Termination of Agreement), and
11 (Miscellaneous) shall survive the termination of this Agreement
7.1 We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of the United States.
If you access the Website or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the
United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
7.2 The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to
export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content,
you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export
is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or
re-export of the Content.
The Content is provided with "Restricted Rights." Use, duplication, or disclosure by the Government is subject to the restrictions
contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor(s). Use of the Website or Content by the Government
constitutes acknowledgement of our proprietary rights in the Website and Content.
You may register an account for using the Website, including taking credentialing examinations, accessing information of interest and
otherwise. Your registered account shall be used in compliance with the Agreement. In the event you use the registered account other
than in compliance with the Agreement, we may terminate the registered account with or without notice to you. In the event we terminate
your registered account, for any reason, we will not be responsible for any damages.
You understand that all information, data, text, photograph, graphics, messages or other materials ("Content") publicly posted is the
sole responsibility of the person from which it originated. This means you, and not the Foundation, bear all risks and liability for
all Content that you upload, post, email, transmit or otherwise make available via the service to:
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright
or other proprietary rights ("Rights" of any party;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials,
"junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. (Posting the same note more than once
can be considered "spam" or "spamming");
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code,
files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing,
tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise
- impersonate any person or entity, including, but not limited to, a Foundation official, forum leader, guide or host, or falsely
state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the
- disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or
otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- "stalk" or otherwise harass another; or harvest or otherwise collect or store personal data about other users.
This Agreement is governed by the laws of the State of Oklahoma, without respect to its conflict of laws provisions. You expressly agree
to submit to the exclusive personal jurisdiction of the state and federal courts sitting in Oklahoma City, Oklahoma. If any provision of
this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the
validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of the Foundation to act
on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this
Agreement. No waiver shall be effective against the Foundation unless made in writing, and no such waiver shall be construed as a
waiver in any other or subsequent instance. Except as expressly agreed by the Foundation and you, this Agreement constitutes the entire
Agreement between you and the Foundation with respect to the subject matter, and supersedes all previous or contemporaneous agreements,
whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for
convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees,
and sublicensees. Any information submitted or provided by you to the Website might be publicly accessible. Important and private
information should be protected by you. The Foundation is not liable for protection of privacy of electronic mail or other information
transferred through the Internet or any other network that you may use.