THE FOLLOWING DESCRIBES THE TERMS UPON WHICH THERAP (BD) LTD. OFFERS YOU ACCESS TO OUR WEBSITE.

Welcome to the user agreement (the “Agreement” or “User Agreement”) for Therap (BD) Ltd. (hereafter referred to as “Therap (BD) Ltd.”). This Agreement describes the terms and conditions applicable to your use of the Website operated under the domain name of www.therapser.net (and various permutations of such name including, but not limited to, therapbd.com and therapbd.com (hereinafter referred to as “the Site” or “this Site”). If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access this Site.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and the Privacy Policy (Exhibit C following), which include those terms and conditions expressly set out below and those incorporated by reference, before you may access the Site. Only individuals who have been and continue to be properly authorized to access this Site (“users”) may do so, provided that each access of this Site is for a legitimate and lawful purpose. We strongly recommend that, as you read this User Agreement, you also access and read the information contained in the Privacy Policy referred to in this document, as it may contain further terms and conditions that apply to you as a user of this Site. FAILURE TO ADHERE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY, UNDER CERTAIN CIRCUMSTANCES, CONSTITUTE A VIOLATION OF LAW AND SUBJECT THE USER TO PENALTY AND PROSECUTION.

This Agreement is effective immediately upon each user’s acceptance.

1. Authorized Use. Each use of this Site constitutes a representation and warranty by the user that he or she is properly authorized to use this Site and that his or her use is for a legitimate and lawful purpose and is limited to his or her authorization. In the event of the termination of your authority to access and use this Site, you agree that you shall not, under any circumstance, attempt to access or in fact gain access to the Site unless and until your authority to access the Site is restored.

2. No Remedy Except Termination. All information is transmitted over a medium which is beyond the control and jurisdiction of the Site. Accordingly, Therap (BD) Ltd. has no responsibility for, or relating to, delay, failure, interruption or corruption of any data or other information transmitted in connection with use of the Site or other sites accessed through the Site. A user’s sole and exclusive remedy for dissatisfaction with the Site is to stop using the Site.

3. Amendment. We may amend this Agreement or the Privacy Policy at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective immediately after they are initially posted on the Site, except that changes in the Privacy Policy shall become effective thirty (30) days after they are initially posted. This Agreement may not be otherwise amended except in a writing signed by you and Therap (BD) Ltd. You agree to review this Site’s standard User Agreement periodically to be aware of any such modification, and your access or use of the Site shall be deemed your acceptance of any modified User Agreement.

4. Reservation of Rights. The Site reserves the right, but is not obligated under any circumstances, to do any or all of the following:

• Investigate any allegation that information posted on the Site is inaccurate, defamatory, or has been posted in violation of any applicable laws, rules and/or regulations.
• Remove or modify any information referred to in the preceding clause; or
• Remove or modify any information referred to in the preceding clause; or
• Terminate any user’s access to the Site upon any breach of the terms and conditions of this Agreement or in the event we believe that your actions may cause financial loss or legal liability for you, other users or us.

5. Release. Because we are an information conduit, not an information provider, in the event that you have a dispute with one or more users or any other third party or parties, you agree to release Therap (BD) Ltd. (and our officers, directors, agents, subsidiaries, joint venturers and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

6. Your Information.

• “Your Information” is defined as any information you post on the Site or otherwise provide to Therap (BD) Ltd. You are solely responsible for Your Information, and we act as a passive conduit for your online distribution and publication of Your Information.
• Your Information and your activities on the Site shall not:
  • be false, inaccurate or misleading;
  • be in violation of any law, rule or regulation relating to rights of privacy or otherwise;
  • be defamatory;
  • contain any viruses, Trojan horses, worms, time bombs, cancel bots, Easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or
  • create liability for Therap (BD) Ltd. or cause Therap (BD) Ltd. to lose (in whole or in part) the services of its ISPs or other suppliers.

7. Interference; Misappropriation of Proprietary Information. The Site contains robot exclusion headers. Much of the information on the Site is updated on a real time basis. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose other than to review, post or modify information on the Site solely in accordance with the terms of this User Agreement. You will not: (i) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site. In addition, you agree that this User Agreement, any information provided by Therap (BD) Ltd. regarding use of the Site, Therap (BD) Ltd.’s Privacy Policy, and all other documents which may be provided to you by Therap (BD) Ltd. are the confidential and proprietary property of Therap (BD) Ltd., and you shall not distribute, display or otherwise make such materials available to any third party except as may be required by law or otherwise expressly permitted by this User Agreement.

8. Privacy. We do not sell or rent the personal information of users to third parties for their marketing purposes without your explicit consent and we only use your information as described in the Privacy Policy. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. We use third parties to verify and certify our privacy principles. Our current Privacy Policy is available at https://www.therapservices.net/about/?page_id=426. If you object to your information being transferred or used in this way, please do not use our Site.

9. NO WARRANTY. Therap (BD) Ltd., ITS MANAGERS, MEMBERS, EMPLOYEES, AGENTS AND SUPPLIERS PROVIDE THE SITE “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY. Therap (BD) Ltd., ITS SUBSIDIARIES, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND SUPPLIERS (hereinafter “Affiliates”) SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. LIMITATION ON LIABILITY. Each user of this Site acknowledges and understands that: (1) disruption of utility service, the need for period maintenance and installation of upgrades, internet based assaults upon this Site (e.g., worms, viruses, etc.) and external causes beyond the control of Therap (BD) Ltd. may result in this Site not being available 24 hours a day, 7 days a week; and (2) this Site is now in the testing stages and there may be failures that will result in an inability to access the Site or retrieve information from the Site, from time to time. In light of the foregoing, each user of this Site acknowledges and agrees that neither Therap (BD) Ltd. nor any of its Affiliates will have any liability for negligence or other tort as a result of any failure to access this Site, retrieve information from this Site, or any other matter relating to or arising out of use or attempted use of this Site. Each user of this Site further acknowledges and agrees that Therap (BD) Ltd. makes no warranties, expressions or implications, of fitness for a particular purpose, non-infringement, or any other type of warranty with respect to this Site or any information retrieved from this Site. Furthermore, each user acknowledges that, under no circumstances, will Therap (BD) Ltd. or any of the Affiliates of Therap (BD) Ltd. have any personal liability in connection with or arising out of this Site, including the use or attempted use of this Site. Each user hereby agrees, for itself and on behalf of any entity in direct or appropriate relation to the user, to release Therap (BD) Ltd. and all of its Affiliates from any and all liability, whether in tort, contract or otherwise, arising out of or relating to this Site. Each user specifically understands that the foregoing waiver and release is of the essence of this User Agreement and that the user would not be given access to this Site without consenting to such a waiver and release. In the event any user or third party makes a claim against Therap (BD) Ltd. or any of its Affiliates as a result of such user’s use or attempted use of this Site, said user hereby agrees (on behalf of the user and any entity in direct or appropriate relation to the user) to indemnify and hold Therap (BD) Ltd. and its Affiliates harmless from and against any and all liability, damage, loss, cost and expense (including attorneys’ fees and costs of suit) resulting from such claim.

11. Indemnity. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, Affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of any third party.

12. No Agency. You and Therap (BD) Ltd. are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

13. Resolution of Disputes. In the event of a dispute between the parties, the dispute shall be resolved in accordance with the Dispute Resolution Procedures annexed to this Agreement as Exhibit DRP and incorporated herein.

14. General. We do not guarantee continuous, uninterrupted or secure access to our Site, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

15. Comments Invited. The Site is new and we encourage users to contact us regarding any problems, comments and/or suggestions on how to improve it. Please direct your comments and suggestions to information@therapservices.net.

1. Mediation
(a) Except in the case of a party seeking injunctive relief, this Exhibit DRP governs any dispute, disagreement, claim, or controversy between the parties arising out of or relating to the User Agreement (the “Agreement”) to which this Exhibit DRP pertains (the “Disputed Matter”). All Disputed Matters shall be submitted to the following dispute resolution process:

1. (i) Internal Mediation. Each party which is an entity shall designate a dispute resolution officer (the “Dispute Resolution Officer”) who shall have principal responsibility and authority to resolve disputes between such party and the other party. Any individual who is party to a Disputed Matter shall appear on his or her own behalf. In the event a dispute arises between parties under the Agreement, the Dispute Resolution Officers, and/or such individuals, as the case may be, shall use their best efforts to resolve the Disputed Matter within five (5) business days after the matter has been submitted for resolution. If such persons do not agree upon a decision within five (5) days after referral of the matter to them, the parties shall proceed to the next stage of the dispute resolution procedure.
2. (ii) Outside Mediation. Either party may, upon written notice and within five (5) days after the conclusion of internal mediation, elect outside mediation. In outside mediation, each party which is an entity shall designate a person (with authority to settle a dispute) who will sit on a panel, along with each party that is an individual and a mutually acceptable neutral adviser. Each party will present its case to the panel at a hearing which will occur no more than ten (10) days after a party serves written notice to use outside mediation. Each party may be represented at the hearing by attorneys. If the matter cannot be resolved at such hearing by the parties, the neutral adviser may be asked to assist the parties in evaluating the strengths and weaknesses of each party’s position on the merits of the Disputed Matter. Thereafter, the parties shall meet and try again to resolve the matter. The mediation proceedings will have been without prejudice to the legal position of either party. No litigation may commence concerning the Disputed Matter until fifteen (15) days have elapsed from the last day of the final hearing. The parties shall each bear their respective costs incurred in connection with this procedure, except that they shall share equally the fees and expenses of the neutral adviser and the costs of the facility for the hearing. Therap (BD) Ltd and the user agree to use their best efforts to mutually agree on the use of a facility for which no charge will be made.

(b) Except in connection with seeking an injunction not involving the obtaining of money damages, neither party will institute any action or proceeding against the other party in any court concerning any Disputed Matter until the mediation procedures have been completed.