Acceptance of the Terms of Use

These terms of use are entered into by and between each user of the Website ("You", "Your" or "User") and Sycamore Physician Contracting LLC ("Sycamore", "we" or "us"). These Sycamore Website Terms of Use (the "Terms of Use"), govern Your access to and use of www.sycamorephysiciancontracting.com, including any content, functionality and services offered on or through www.sycamorephysiciancontracting.com (the "Website") as well as any services You provide or that are provided to You as a result of Your use of the Website, whether You access the Website as a guest or a registered user.

Please read these Terms of Use carefully before You start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to You, You accept and agree to be bound and abide by these Terms of Use. If You do not want to agree to these Terms of Use, You must not access or use the Website.

This Website is offered and available to (a) individuals who are at least 18 years of age or older, who reside in the United States or any of its territories or possessions and are licensed medical professionals seeking temporary work at a medical facility (each a "Physician") or (b) medical facilities, such as hospitals, clinics, or physician offices, located in the United States or any of its territories or possessions, seeking Physicians to provide temporary coverage work (each a "Facility"). The purpose of the Website is to match Physicians in a given state who are available and willing to perform temporary coverage work with Facilities seeking Physicians in their states to perform temporary coverage work (the "Service"). By using this Website, You represent and warrant that You meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Use means that You accept and agree to the changes. You are expected to check this page from time to time so You are aware of any changes, as they are binding on You.

Accessing the Website and Account Security

We reserve the right to alter, limit or terminate the Website and the Service offered through the Website at any time, in our sole discretion, with or without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website.

To access the Website or use the Service, You must create an account and in order to create an account You must provide certain information about Yourself and/or Your organization. All the information You provide on the Website must be correct, current and complete. All information You provide through the Website is governed by our Privacy Policy as set forth in these Terms of Use, and You consent to all actions we take with respect to Your information consistent with our Privacy Policy. You are responsible for providing Your own device and internet connection in order to access the Website or use the Service.

When You create an account You will be provided with a user name, password or other information that will be used as part of our security procedures to access certain features of the Website ("Credentials"). You must treat Your Credentials as confidential, and You must not disclose Your Credentials it to any other person or entity. Your account is personal to You and You agree not to provide any other person with access to this Website or portions of it using Your Credentials. You agree to notify us immediately of any unauthorized access to or use of Your Credentials or any other breach of security related to the Website. You also agree to ensure that You exit from Your account at the end of each session. You should use particular caution when accessing Your account from a public or shared computer so that others are not able to view or record Your password or other personal information. You are responsible for all actions taken using Your Credentials.

We have the right to disable any user's Credentials, at any time, in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms of Use.

Physicians

If You are a Physician using the Website, once You create an account and are assigned Credentials, You will be asked to provide evidence of Your medical license and Your DEA number, Your State controlled substances number, if applicable, and other information we deem appropriate with respect to the Service, as well as to provide a copy of Your CV or biography (the "Physician Information"). Once we receive Your Physician Information, Your account will be activated and You are free to start entering information regarding the shifts You are available for and willing to work and the price for which You are willing to work such shifts.

We will keep Your Physician Information on file and will make it available for viewing on the Website to any Facility that requests access to Your Physician Information in conjunction with evaluating proposals on the Website and to Facilities with whom You have agreed to work shifts in order to assist the Facilities with their credentialing process. After a Facility receives Your Physician Information, You and the Facility must use Sycamore’s services for any contact between you regarding temporary shift work, and You acknowledge and agree that after a Facility receives your Physician Information, any contact with that Facility outside of Sycamore’s platform is in violation and a breach of these Terms of Use.

Facilities

If You are a Facility using the Website, once You create an account and are assigned Credentials, You will be able to access the listing of Physicians licensed in Your state who are available to provide temporary coverage services. You may request access to Physician Information for any Physician who is available to fill the shifts You are seeking and You will be allowed to view a copy of that Physicians' Physician Information and other information on file for that Physician (including, but limited to comments posted by facilities that previously engaged the Physician). Sycamore provides this information to You for convenience only. After a Facility receives the Physician Information, the Facility must use Sycamore’s services for any contact with such Physician, and the Facility acknowledges and agrees that after receiving the Physician Information, any contact with a Physician outside of Sycamore’s platform is in violation and a breach of these Terms of Use.

Sycamore does not undertake to credential Physicians and we accept no responsibility for doing so and the information we provide You is as provided by the Physician and Sycamore does not verify and assumes no responsibility for verifying such information. All Facilities are responsible for undertaking whatever credentialing and/or other due diligence they desire or that they are required to do under the Facility bylaws, Federal, State and local laws, rules and regulations, or by applicable accrediting bodies. You acknowledge and agree that the Facility shall be solely responsible for providing malpractice insurance to contracting Physicians. If You would like Sycamore to refer you to a credentialing services, please email us at info@sycamoredocs.com

Once You select the Physician with whom You want to contract for Your shifts, You will indicate Your selection on the Website.

Confirming Email and Link To Physician Information

Once a Facility has selected a Physician for designated shifts and entered the information on the Website, Sycamore will email both the Physician and the Facility, confirming the number of shifts, the dates and times of those shifts, and the fee that the Physician and Facility have agreed to, and providing the names, addresses and email addresses of both parties ("Confirming Email"). If there are any discrepancies in this information, You are responsible for notifying us within forty-eight (48) hours. The Confirming Email will contain a link to the Physician's Physician Information, and the link to the Physician Information in the Confirming Email will be accessible by the Facility and the Physician only until the date of the first shift agreed upon by the Facility and Physician, as stated in the Confirming Email. The Facility agrees to use the Physician Information solely for purposes related to the Physician Contract and the credentialing process.

Contracts

Because of differences in state laws, Sycamore does not provide a standard contract for the Physician services, and the Facilities are expected to provide contracts to the Physician for negotiation and execution of a binding agreement between Physician and Facility (the "Physician Contract"). It is the responsibility of the Physician and Facility, not Sycamore, to ensure that they each comply with all applicable Federal, State and local laws, rules and regulations in the contracting process, including, but not limited to, entering into a written contract if one is required.

Facilities are solely responsible for paying Physician for services rendered under the Physician Contract and shall pay Physicians directly for services performed under the Physician Contract. If a Physician, contracting with a Facility, is terminated, Sycamore shall not be responsible for paying Physician for unworked shifts or for identifying or providing replacement physicians for any unworked shifts.

It is highly recommended that You attach the Confirming Email as an exhibit to any Physician Contracts. If there are any changes to the number of shifts, dates and times of the shifts or agreed upon fees for the shifts between receipt of the Confirming Email and execution of the Physician Contract, both the Facility and the Physician are responsible for notifying Sycamore of such changes by sending an email detailing the changes, and specifying the new number of shifts, new dates and times, and new agreed upon fees.

Upon execution of the Physician Contract, a copy of the Physician Contract should be emailed to Sycamore, and the Physician Contract should clearly set forth the final agreed upon number of shifts, date and time of shirts and fees.

Fees

For each shift request that a Facility submits to Sycamore (each a "Facility Contract"), regardless of the number of shifts covered in the Facility Contract, Facility will pay Sycamore $250 (each a "Contract Initiation Fee"). Facility will also pay Sycamore 9.75% of the total fee paid to a Physician under each Physician Contract (the "Transaction Fee"). If the total shifts will be completed in thirty (30) days or less, Sycamore will generate an invoice for the fees due as a result of such Physician Contract as well as the appropriate Contract Initiation Fee, and such invoice will be due and payable within 3 business days of completion of the last shift of the Physician Contract. If the total shifts will take more than thirty (30) days to complete, Sycamore will generate an invoice for the fees incurred in each month of the Physician Contract and forward it to the Facility by the 15th of each month and the Contract Initiation Fee will be included in the first invoice. Payments on all such monthly invoices are due net thirty (30) days from the date of the invoice.

In order to help ensure accurate billing, within three (3) days of the final shift of each month or within three (3) days of the last shift if the total Physician Contract is less than a month, the Facility must email Sycamore the specific hours/shifts actually worked by the Physician during the applicable period.

If there are any changes to the Physician Contract that would result in a decrease in the fees owed to Sycamore, both the Physician and the Facility must email Sycamore regarding the change. Once Sycamore confirms the change with both the Physician and the Facility, it will issue a revised invoice.

Additional Temporary Coverage Contracts

If at any time a Facility and a Physician who entered into their original Physician Contract as a result of this Website, desire to enter into any subsequent non-permanent arrangement including, but not limited to adding shifts to the Physician Contract (each an "Additional Contract"), all Users agree that such Additional Contracts shall be initiated through this Website and shall be subject to these Terms of Use, including, but not limited to the Fees. The Facility will bear the responsibility of notifying Sycamore of each such Additional Contract promptly upon execution of the Additional Contract or modification to the Physician Contract, but Sycamore may issue an additional or updated invoice regardless of whether it receives notice from the Physician or the Facility or independently confirms the Additional Contract or modification to the Physician Contract.

Permanent Offers

If a Facility offers a permanent (full-time or part-time) position (a "Permanent Position") to a Physician identified through use of the Website, Sycamore shall be entitled to a "Hiring Fee" for such transaction. The Hiring Fee will be due within thirty (30) days of execution of the Permanent Position agreement between the Facility and the Physician, or if earlier, on the first day of the Permanent Position.

If the Facility and Physician have previously entered into any Physician Contracts via this Website, the Hiring Fee shall be ten thousand dollars ($10,000.00). If the Facility and Physician have not previously entered into any Physician Contracts via this Website, the Hiring Fee shall be twenty-two thousand dollars ($22,000.00). Facility and Physician shall be jointly and severally liable for notifying Sycamore of the Permanent Position, and the Facility shall be responsible for payment of the Hiring Fee.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Sycamore, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit You to use the Website for Your personal use only and specifically, only for the purpose of identifying temporary coverage work or identifying a Physician willing to provide temporary coverage services. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

• You may print a reasonable number of copies of a limited number of pages of the Website for purposes of researching and/or engaging in the services offered via the Website, and for no other purpose.
• If we provide desktop, mobile or other applications for accessing the Service, You may download a single copy to Your computer or mobile device solely for Your own personal, internal use, provided You agree to be bound by our end user license agreement for such applications.
• If we provide social media features on the Website, You may take only such actions as are enabled by such features.

You must not:

• Modify copies of any content or other materials from the Website.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Website.

If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, Your right to use the Website may be terminated immediately and You must, at our option, return or destroy any copies of the materials You have made. No right, title or interest in or to the Website or any content on the Website is transferred to You, and all rights not expressly granted are reserved by Sycamore. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Sycamore name, and all related names, logos, product and service names, designs and slogans used on this Website (the "Sycamore Marks") are trademarks of Sycamore or its affiliates or licensors. You must not use the Sycamore Marks without the prior written permission of Sycamore. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation.
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which infringes on the intellectual property rights of any third parties or is obscene, defamatory, or otherwise objectionable to Sycamore or other users.
• To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
• To impersonate or attempt to impersonate Sycamore, a Sycamore employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To create a database of Physicians and/or Facilities for any purpose, including, but not limited to, seeking to implement contracts for locum tenens work or permanent positions without notifying or involving Sycamore or undertaking to compete with the Service offered by Sycamore.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm Sycamore or users of the Website or expose them to liability.

Additionally, You agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, "Interactive Services") that allow Users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution You post to the Website will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, You grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose/according to Your account settings.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
• All of Your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that You are responsible for any User Contributions You submit or contribute, and You, not Sycamore, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by You or any other user of the Website.

Monitoring and Enforcement; Termination

At all times, Sycamore reserves the right, but assumes no obligation to monitor User Contributions, including, but not limited to User postings for work. Sycamore reserves the right to (a) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for Sycamore; (b) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; or (c) terminate or suspend Your access to all or part of the Website for any or no reason.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

We assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These "Content Standards" apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent Your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

Sycamore has adopted the following policy toward copyright and intellectual property infringement. The address of our Designated Agent to receive notification of claimed infringement (“Designated Agent”) is:

Sycamore Physician Contracting LLC
Attn: Copyright Agent
3115 Northington Court
Florence, AL 335630
info@sycamoredocs.com

Sycamore respects the intellectual property of others, and we ask our users to do the same. If You believe that material residing on the Website infringes Your copyright or other intellectual property right, You must send a written notice of the claimed infringement to the Designated Agent listed above. The notice must specify the type of infringement at issue and include the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or intellectual property interest;
2. A description of the work that You claim has been infringed upon;
3. A description of where the material You claim is infringing is located on the Website (in sufficient detail to allow us to locate it on the Website);
4. Your address, telephone number, and email address;
5. A statement by You that You have a good-faith belief that the disputed use is not authorized by the owner of the work, its agent, or the law; and
6. A statement by You, made under penalty of perjury, that the above information You submit is accurate and that You are the owner of the intellectual property or authorized to act on the owner's behalf.

Once a proper notice is received by our Designated Agent, we will investigate the allegations in the notice, and if appropriate, remove or disable access to the allegedly infringing material.

Reliance on Information Posted

Sycamore requests that all Users review their postings for accuracy; however, Sycamore does not warrant the accuracy, completeness or usefulness of this information. Any reliance You place on such posted information or the Confirming Email is strictly at Your own risk and we recommend confirming details of Your engagement early in the contracting process. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Sycamore, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Sycamore. We are not responsible, or liable to You or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content and/or functionality of the Website from time to time. While we endeavor to ensure the Content is up to date, any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

Privacy Policy

Sycamore is dedicated to protecting Your privacy and the privacy of all Users. This Privacy Policy applies to the Website and the Service. Once You enter another website, via a link provided on the Website or by other methods, Sycamore is no longer responsible for the privacy practices of the linked site. You should review the privacy statements of those websites as posted on the individual sites.

Information Collected

Sycamore reserves the right to monitor usage of the Website through user statistics, and such user statistics will be used to track use of the Website. The user statistics may be used to enhance and improve the Website as well as to collect reports on the use and success of the Services. Cookie files placed on Your machine while You are using the Website are only for the purpose of enhancing navigation on the Website, and the only data retained by Sycamore is that which You provide to Sycamore through the Website.

General user statistics for the Website will not include personally identifiable information. The information You submit to create Your account and to utilize the Service will include certain personally identifiable information.

Use of Information

Personally Identifiable Information

Sycamore uses the personally identifiable information that You provide via the Website to provide You with the Service or information You requested. Except as provided for on the Website and in these Terms of Use, Sycamore will not share Your personally identifiable information (such as Your mailing address or Your email address) with third parties without obtaining prior express consent from You.

Sycamore may use or provide to third parties, for appropriate research or academic purposes, the de-identified data regarding Users of the Website.

Opportunity Postings

One of the functions of the Website is to provide a forum for Physicians to post their availability to work shifts on a temporary basis and for Facilities to search those postings and identify candidates to work the shifts the Facility needs covered on a temporary basis. Any information disclosed in such a posting is by design shared with other users of the Website and is not confidentially maintained. Because of the nature of the postings, any information You post may be accessed, disclosed or collected by third parties and as a result may be used by such third parties in ways that Sycamore is unable to control or predict.

Children's Privacy

The Website is not designed or intended to attract children under the age of 18. Sycamore does not collect any personally identifiable information, whether or not such information is voluntarily provided, from any person it actually knows is under the age of 18. Parents and guardians should not enter information for a person under the age of 18.

California Privacy Rights

Under California Civil Code Section 1798.83, California customers are entitled to request information relating to whether a business has disclosed personal information to any third parties for the third parties' direct marketing purposes. Sycamore will not sell Your personal information to third parties for the third party's direct marketing purposes without Your consent and will only transfer or share Your personally identifiable contact information as stated in this privacy policy. California customers who wish to request further information about our compliance with this statute or who have questions more generally about our privacy policy and our privacy commitments to our customers should contact us by email at info@sycamoredocs.com.

Linking to the Website and Social Media Features

You may link to the homepage of the Website, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

To the extent this Website may provide certain social media features You may use these features solely as they are provided to You, solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, You must not:

• Establish a link from any website that is not owned by You.
• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Website other than the homepage.
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for Your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from Your use of them. If You decide to access any of the third party websites linked to this Website, You do so entirely at Your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

Sycamore is based in the state of Alabama in the United States. We provide this Website for use only by persons located in the United States. You acknowledge and agree that different states within the United States have different requirements for locum tenens contracts and You assume all responsibility for complying with the local laws regarding locum tenens contracts. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website, You do so on Your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SYCAMORE NOR ANY PERSON ASSOCIATED WITH SYCAMORE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SYCAMORE NOR ANYONE ASSOCIATED WITH SYCAMORE REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICE OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

SYCAMORE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

SYCAMORE DOES NOT UNDERTAKE TO ENSURE OR MONITOR THE PERFORMANCE OF ANY PHYSICIAN CONTRACT OR OTHER CONTRACT BETWEEN A FACILITY AND A PHYSICIAN AND SYCAMORE ASSUMES NO RESPONSIBILITY FOR EITHER PARTY FULFILLING THE TERMS OF SUCH PHYSICIAN CONTRACT OR OTHER CONTRACT. ALL MATTERS ARISING OUT OF A PHYSICIAN CONTRACT OR OTHER CONTRACT ARE THE SOLE RESPONSIBILITY OF THE CONTRACTING PHYSICIAN AND FACILITY.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL SYCAMORE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Sycamore, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to Your violation of these Terms of Use or Your use of the Website, including, but not limited to, Your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, Your use of any information obtained from the Website or Your submission of inaccurate information in conjunction with creating Your account or using the Services.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama in each case located in the City of Birmingham and County of Jefferson, provided, however, that at Sycamore's sole discretion, it may choose to bring any suit, action or proceeding against You for breach of these Terms of Use in Your state and county of residence or any other relevant state. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.

Arbitration

At Sycamore's sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Alabama law. Such arbitration will be held in Birmingham, Alabama and be decided by a single arbitrator selected by Sycamore, with such arbitration selection subject only to reasonable objection of the User.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by Sycamore of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Sycamore to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use, including the Privacy Policy and Copyright Policy herein, constitute the sole and entire agreement between You and Sycamore with respect to the Website and the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Your Comments and Concerns

This website is operated by Sycamore Physician Contracting LLC.

Other than copyright or privacy policy questions which may be addressed as provided for in this Agreement, all other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@sycamoredocs.com.