OnMedica Gold terms and conditions

1 Objective and overview of OnMedica Gold

1.1 OnMedica Group Limited wishes to encourage its Users to participate in more of the educational, clinical and informational programmes on onmedica.com with a view to facilitating doctors' learning needs. By so participating, GPs will guide OnMedica in the provision of high quality content and directly achieve improved outcomes for patients in their care.

1.2 OnMedica has introduced a loyalty scheme called OnMedica Gold to achieve this objective.

1.3 A Member of OnMedica Gold will receive Membership Benefits (as defined below), including inter alia an increase in the OM Points rewards he/she receives from OnMedica as a result of his/her use of the Site (subject to satisfying the Membership Requirements (as defined below)).

1.4 A Member of OnMedica Gold will continue to benefit from OM Points rewarded to all Users of the Site for visiting certain non-promotional sections of the Site (subject to satisfying the relevant terms and conditions pertaining thereto).

1.5 Once a Member of OnMedica Gold has earned OM Points in accordance with clause 5 below, he/she can redeem the OM Points in exchange for a variety of rewards from an online catalogue in accordance with clause 6 below.

2 Definitions

2.1 "Former Member" means a User who was a Member but who has ceased to be a Member because he/she has failed to meet the Membership Requirements;

2.2 "Initial Membership Period" means the period from the Registration Date to the end of the calendar quarter in which the Registration Date falls;

2.3 Medicines Interactive" means the online presentation and interactive service consisting of one or more modules detailing the mode of action, indications and clinical benefits of proprietary medicinal products and medical devices;

2.4 "Member" means a User of the Site who has registered to become a member of OnMedica Gold and has satisfied the Membership Requirements;

2.5 "Membership Requirements" means the obligations set out in clause 4 that Members must satisfy in order to earn Membership Benefits;

2.6 "Membership Benefits" means the benefits received by Members set out in clause 6;

2.7 "OM Points" means the OnMedica Points Scheme and/or the points awarded thereunder by OnMedica in accordance with the terms and conditions of registration, the terms and conditions of the OnMedica Points Scheme or in accordance with these Terms and Conditions;

2.8 "OnMedica" means OnMedica Group Limited;

2.9 "OnMedica Gold" means the loyalty scheme set up by OnMedica for the benefit of Members as constituted by these Terms and Conditions;

2.10 "Qualifying Quarter" means a calendar quarter following the Initial Membership Period;

2.11 "Registration Date" means the date on which a User satisfies the Registration Requirements;

2.12 "Registration Requirements" means the registration obligations set out in clause 4 that Members must satisfy in order to earn Membership Benefits;

2.13 "Site" means www.onmedica.com or such other internet site or sites as OnMedica may from time to time use for the purposes of providing products and services to Users;

2.14 "Terms and Conditions" means these terms and conditions; and

2.15 "User" means a user who accesses, visits, subscribes or registers to the Site.

3 Terms and conditions of registration to the Site

3.1 These Terms and Conditions are supplemental to the terms and conditions of registration to the Site, the terms and conditions of OM Points and are a legal agreement between a Member of OnMedica Gold and OnMedica.

3.2 The terms and conditions of registration to the Site and the terms and conditions of OM Points shall apply to all Members of OnMedica Gold.

3.3 A Member agrees to be bound by the terms of registration and the terms of OM Points referred to in clause 3.2 and these Terms and Conditions by becoming a Member of OnMedica Gold.

4 Membership Requirements

4.1 To register as a Member of OnMedica Gold, the User must satisfy the following registration Requirements:

4.1.1 The User must be a registered and activated User of the Site with an up-to-date validated e-mail address.

4.1.2 The User must agree to opt-in to receiving e-mails from OnMedica.

4.1.3 The User must be a UK based doctor or locum (OnMedica Gold is not currently available to nurses, practice managers, medical students, pharmacists and other healthcare professionals).

4.1.4 The User must be a member of OM Points.

4.1.5 The User must fill in the OnMedica Gold profile questionnaire.

4.1.6 The User must accept these OnMedica Gold Terms and Conditions.

4.2 If at any time a Member of OnMedica Gold fails to meet the Registration Requirements set out in clause 4.1, he/she shall immediately cease to be a Member and shall not be entitled to any Membership Benefits from the date on which he/she fails to meet the Registration Requirements. OnMedica can, at its absolute and sole discretion, but is not obliged to, suspend a Member from membership of OnMedica Gold pending investigation and clarification of such suspended Member's failure to meet the Registration Requirements, in which case re-instatement as a Member shall be at the absolute and sole discretion of OnMedica. A suspension from membership shall mean that such suspended Member shall not be entitled to any of the Membership Benefits in respect of the period from the date of suspension to the end of the Initial Membership Period or Qualifying Quarter in which the suspension takes place and thereafter shall be treated as a Former Member until such time as OnMedica, at its absolute and sole discretion, re-instates membership. OnMedica's decision to terminate or suspend a Member's membership shall be absolute and binding.

4.3 A Member can elect to terminate his/her membership of OnMedica Gold at any time by giving notice to OnMedica either on line or in writing.

4.4 Notwithstanding a User satisfying the Registration Requirements set out in clause 4.1, OnMedica reserves the right at its absolute and sole discretion and without recourse to refuse to register any User as a Member of OnMedica Gold without having to give that User a reason for its refusal.

4.5 A Member must satisfy the following Membership Requirements in the Initial Membership Period:

4.5.1 The Member must complete 50% of Medicines Interactive presentations (such presentations shall include both promotional and non-promotional presentations) available during the Initial Membership Period.

4.5.2 The Member must complete 3 OnMedica case histories and/or courses during the Initial Membership Period.

4.6 In the event that the Initial Membership Period is 7 days or less, a Member shall be deemed to have satisfied the Membership Requirements as set out in clause 4.5 relating to the Initial Membership Period. This clause 4.6 shall not apply if such Member has been a Former Member and/or Member of OnMedica Gold at any time prior to the Initial Membership Period in question.

4.7 To remain as a Member of OnMedica Gold following the Initial Membership Period, the Member must meet the following Membership Requirements for each Qualifying Quarter:

4.7.1 The Member must fill in the relevant OnMedica Gold profile questionnaire for the Qualifying Quarter.

4.7.2 The Member must complete 50% of the Medicines Interactive presentations (such presentations shall include both promotional and non-promotional presentations) available during the Qualifying Quarter.

4.7.3 The Member must complete 3 OnMedica case histories and/or courses during the Qualifying Quarter.

4.8 For the purposes of clauses 4.5.1 and 4.7.2, a Medicines Interactive presentation is deemed to be available to a Member in a particular calendar quarter if the following criteria are met:

4.8.1 The publish range for the presentation includes part or all of such calendar quarter.

4.8.2 Such Member has not completed the presentation in a prior calendar quarter.

4.8.3 The presentation is targeted at such Member and /or the Member is invited to complete the presentation.

4.9 For the purposes of clauses 4.5.1 and 4.7.2, a Medicines Interactive presentation is deemed to be completed by a Member in a particular calendar quarter if such Member attempts to start the presentation (by clicking on the relevant link) but is prevented from completing the presentation because the maximum number of completers has been exceeded.

4.10 During the Initial Membership Period and during each Qualifying Quarter, a Member shall receive notifications of the Membership Requirements they need to meet in order to remain as a Member for the following Qualifying Quarter.

4.11 A Member who fails to meet the Membership Requirements for any Qualifying Quarter shall cease to be a Member on the last day of the Qualifying Quarter in which he/she fails to meet those requirements. For the purposes of these Terms and Conditions, such a User shall be referred to as a Former Member.

4.12 A Former Member shall become a Member again once he/she has met the Membership Requirements for any Qualifying Quarter following the Qualifying Quarter in which he/she failed to meet the Membership Requirements.

4.13 OnMedica will determine at its absolute and sole discretion whether a Member or a Former Member has satisfied the Membership Requirements for the Initial Membership Period or any Qualifying Quarters at midnight on the last day of each calendar quarter.

5 Membership Benefits

5.1 Subject to the provisions of clause 4 and this clause 5, a Member of OnMedica Gold will be entitled to the following Membership Benefits:

5.1.1 Participation in "In My Opinion". A participant in "In My Opinion" will provide feedback to OnMedica on specified editorial materials that are being considered for inclusion on the Site. Such materials will not be promotional in nature. OnMedica shall notify a Member which editorial materials require "In My Opinion" feedback.

5.1.2 OM Points worth £90. Subject to meeting the Membership Requirements set out in clause 4, a Member participating in "In My Opinion" who provides feedback on 3 items during the Initial Membership Period or during a Qualifying Quarter, as the case may be, will be allocated OM Points with a value of £90 (or such other value as OnMedica decides in its absolute and sole discretion from time to time) in respect of that Initial Membership Period or that Qualifying Quarter.

5.1.3 Access to premium content. Premium content will not be available to Users who are not Members.

5.1.4 Preferential access to fee-paying surveys and market research questionnaires. Invitations to participate in such surveys and questionnaires will be sent to Members 24 hours earlier than the invitations sent to other Users who are not Members.

5.1.5 Entry to special monthly competitions. Such competitions will be available to Members only and shall be based upon the educational content of the Site.

5.1.6 Use of new applications.

5.2 A Member who has satisfied his/her Membership Requirements for the Initial Membership Period in accordance with clause 4.5 will have the OM Points he/she has been allocated in accordance with clause 5.1.2 issued to his/her OM Points account and such OM Points shall be available for redemption in accordance with the provisions of clause 6.

5.3 A Member who has satisfied his/her Membership Requirements for the Initial Membership Period in accordance with clause 4.6 shall only have the OM Points he/she has been allocated in accordance with clause 5.1.2 issued to his/her OM Points account and such OM Points shall only be available for redemption in accordance with the provisions of clause 6 if he/she has satisfied the Membership Requirements in clause 4.5.

5.4 A Member who fails to meet the Membership Requirements in the Initial Membership Period shall not be entitled to the OM Points allocated in accordance with clause 5.1.2 and such OM Points shall not be issued to his/her OM Points account nor shall he/she be entitled to the Membership Benefits for the following Qualifying Quarters and he/she shall become a Former Member.

5.5 A Member who has satisfied his/her Membership Requirements for any Qualifying Quarter will have the OM Points he/she has been allocated in accordance with clause 5.1.2 issued to his/her OM Points account and such OM Points shall be available for redemption in accordance with the provisions of clause 6.

5.6 A Member who fails to meet the Membership Requirements for any Qualifying Quarter shall not be entitled to the OM Points allocated in accordance with clause 5.1.2 and such OM Points shall not be issued to his/her OM Points account nor shall he/she be entitled to the Membership Benefits for the following Qualifying Quarters and he/she shall become a Former Member.

5.7 A Former Member shall not be entitled to any Membership Benefits until such time as he/she becomes a Member again in accordance with clause 4.12.

6 OM Points

6.1 Only OM Points issued to a Member's OM Points account shall be eligible for redemption in accordance with the provisions of this clause 6.

6.2 OnMedica Points can only be redeemed via the Site in accordance with the terms and conditions of OM Points.

6.3 OM Points have no monetary value and cannot be used for any purpose other than redemption against designated goods and services. Such goods and services obtained by the Member by redemption of OM Points shall not be available for refund for their cash value.

6.4 OnMedica reserves the right to change the range of products and services available for redemption of OM Points, as well as the number of OM Points required to make any such redemption from time to time.

6.5 All goods and services provided to the member in return for redemption of OM Points are provided solely by a named third party company and OnMedica does not make any representation regarding quality, warrant, guarantee in respect of any such goods and services provided by such third party companies participating in OM Points.

6.6 The Member shall be responsible for assessing the tax implications of OM Points on him/her and he/she shall be responsible for any and all income tax liabilities and national insurance contributions and similar charges (together the "relevant Liabilities") that may arise in respect of his/her OM Points. The Member hereby indemnifies OnMedica in respect of all Relevant Liabilities and any costs, penalties, interest and gross up thereon which may be found due from OnMedica in respect of the Member's OM Points issued in accordance with these Terms and Conditions.

6.7 If at any time a Member opts out from receiving e-mails or other communications from OnMedica, such Member shall be in breach of clause 4.1.2 of the Membership Requirements and he/she shall lose any and all OM Points on his/her OM Points account and any such OM Points lost shall not be available to the Member for redemption in accordance with this clause 6.

6.8 The terms and conditions of OM Points shall apply to all Members of OnMedica Gold.

7 Member obligations

7.1 The Member hereby warrants that all information that he/she supplies to OnMedica in connection with his/her membership of OnMedica Gold shall be true and correct.

8 OnMedica rights

8.1 OnMedica has the right to terminate a Member's membership of OnMedica Gold at any time and without prior notification if a Member is in breach of any of these Terms and Conditions or is in breach of any of the terms and conditions relating to registration to the Site or OM Points.

8.2 OnMedica reserves the right to add to and change any of these Terms and Conditions at any time. A Member's continued membership of OnMedica Gold shall be deemed to signify such Member's acceptance of the additions or changes to these Terms and Conditions.

8.3 OnMedica reserves the right to terminate OnMedica Gold at any time without notice. In the event of termination of OnMedica Gold, all Members shall cease to be Members as at the date of termination and no User of the Site as at the termination date shall be entitled to any Membership Benefits after the date of such termination.

8.4 OnMedica may assign, transfer or sub-licence any of its rights and transfer, sub-licence or sub-contract its obligations under these Terms and Conditions without consent from Members.

9 Proprietary rights

9.1 Nothing in these Terms and Conditions shall constitute or be deemed to constitute an assignment or licence of any proprietary rights residing in OnMedica Gold or the Site, which proprietary rights shall at all times remain in the ownership of OnMedica.

9.2 All design, text, graphics and the selection, presentation or arrangement thereof are and shall at all times remain the copyright of OnMedica or of other copyright owners. Any use of copyrighted materials, including reproduction, modification, distribution or republication, is strictly prohibited.

9.3 OnMedica, Medicines Interactive and CMEmail are trademarks of OnMedica and must not be used or reproduced in any form. All other trademarks, product names and company names or logos used in the Site are the property of their respective owners. No permission is given by OnMedica in respect of the use of any such trademarks, product names, titles or logos and such use may constitute an infringement of the holder's rights.

10 Disclaimer

10.1 OnMedica has appointed iPoints to manage the redemption of OM Points. OnMedica does not give any assurances or guarantees with regard to the redemption of OM Points, nor with regard to the availability, suitability, fitness for purpose or prices of any goods or services that a Member receives from iPoints in return for redemption of OM Points. OnMedica does not endorse or recommend any of the goods and services provided by iPoints and no liability is accepted by OnMedica in this respect.

10.2 By agreeing to these Terms and Conditions, a Member acknowledges that OnMedica Gold may for whatever reason be subject to interruption, delay, shutdown, defect in communication, transmission or operation.

10.3 To the maximum extent permitted by law, neither OnMedica nor its directors, employees, agents or other representatives will be liable for damages, loss, expenses or claims of whatever nature suffered or incurred by a Member arising out of or in connection with a Member's membership of OnMedica Gold or a Member's use of the OnMedica site or any of them. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss or corruption of data, loss of business, income or profit, loss of or damage to property and claims of third parties. For the avoidance of doubt, OnMedica does not exclude or limit its liability for damages for death or personal injury where the same arises as a result of OnMedica's negligence or negligence by its employees or officers.

10.4 All warranties or representations either express or implied, including but not limited to, accuracy, fitness for purpose and merchantability provided as part of OnMedica Gold are expressly excluded.

11 General

11.1 Failure or neglect by OnMedica to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of OnMedica's rights hereunder nor in any way affect the validity of the whole or any part of these Terms and Conditions nor prejudice OnMedica's rights to take subsequent action.

11.2 If any term or provision of these Terms and Conditions is held invalid, illegal or is otherwise unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

11.3 OnMedica may without the consent of any Member sub-licence its rights or obligations or any part of these Terms and Conditions.

11.4 The headings in these Terms and Conditions are for ease of reference only and shall not affect the interpretation of any of the Terms and Conditions.

12 Applicable lawl

12.1 These Terms and Conditions are governed by and will be interpreted in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.

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