By entering your valid email address and clicking on the "I Agree and want to register with AMS" button
on the Adaptive Management Strategies Inc. (AMS) ams-health.com website or by the act of using the
ams-health.com website, you (you or "the Physician") hereby agree to and accept ("opt-in to") the
AMS conducts web-based market research and training and development research studies and
interactions for clients. AMS offers the Physician the opportunity to participate in such research
including online surveys, online live meetings with client representatives, online webinars, and other
means of interaction. The Physician will be compensated as indicated in each study or interaction
email invitation for conducting the Research activities including providing completed Feedback. This
Agreement shall continue until the Physician communicates to AMS in writing that they choose to
permanently opt out.
WHAT AMS DOES: AMS and its Partners conduct research to provide direct, unvarnished and
timely aggregated Feedback from you, the Physician, to our Clients and Partners focused on particular
issues of interest to Clients and physicians. This Feedback is input and submitted by you electronically to
AMS, aggregated with others, in some cases analyzed, and provided to our Clients for their confidential
use. AMS primary Research product is the aggregation and analysis of data input by you, which is your
opinion and reaction to the Interaction Opportunities that occur in the Research.
HOW AMS DOES IT: AMS or its Partners will invite you periodically via your email to participate
in various online activities that may include surveys, online live meetings with a client representative for
discussion and feedback, and webinars as well as other formats. You are not required to participate in
any activity and you may choose which ones you do participate in. If an activity provides compensation
in the form of an honorarium, this will be indicated in the invitation email.
YOUR ROLE AND RESPONSIBILITIES: The Physician may choose which activity email invitations
from AMS and Partners you respond to and participate in. Your feedback and opinions in the form of a
survey or questionnaire or other input (such as a poll in a webinar) is your work product for AMS and
becomes the property of AMS when submitted. You understand and agree that you are responsible for
obtaining and using a secure internet connection service provider and appropriate telephone and
computer equipment to allow you to participate in the activities and submit your feedback to AMS. Only
fully completed, submitted and accepted feedback or opinion will qualify you for compensation when
offered in a research activity. You understand and agree that all taxes on such compensation and
reporting requirements are your responsibility. You also agree and understand that you are not
considered to be an employee of AMS or any of its Partners or Clients. Any compensation earned will be
paid by check mailed to you at the address of record for you in AMS records. AMS may choose to
terminate your invitation status and close your registration with us if you violate the terms of this
Agreement. AMS reserves the right to preclude future participation by any representative, company,
physician or firm.
OTHER PARTIES AND PARTNERS: AMS web based system may from time to time utilize a variety
of third party vendors to support and provide certain features in our system, including but not limited to
mechanisms to send emails to you, to administer surveys, and to conduct online live interactions. In
addition, AMS will on occasion work with selected Partners and invite you to participate in programs
and research conducted by the Partner or their Client. By accepting these terms and conditions you
agree to allow AMS to share your email address with selected AMS Partners to allow your invitation into
these Partner research programs and activities.
CONFIDENTIALITY: AMS does not seek and cannot accept personal health information that
relates to any specific patient under your care or otherwise known to you. In addition, the Physician and
AMS hereby agree that the nature and characteristics of the Feedback anticipated shall not be
considered to be Protected Health Information and shall nevertheless at all times comply fully with any
requirements pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). In
addition, certain materials shown to you in the AMS and Partner activities including but not limited to
surveys, collateral slides or presentations, and other visual materials may be subject to copyright
protections and are not to be duplicated or used by you outside of the activity without the express
written permission of the owner of such materials.
All Parties to this Agreement hereby represent and warrant to each other that they have the full
power and authority to enter into such an Agreement and to carry out the Research contemplated
All Parties agree and warrant that this Agreement is made for the sole benefit of the Parties
hereto, and that no other parties except those identified in this Agreement shall have any rights or
remedies by reason of this Agreement nor could any other parties be considered to be third party
beneficiaries of this Agreement.
This Agreement shall be considered to constitute the entire agreement and understanding
between the Parties with respect to the contemplated Research.
This Agreement cannot be modified or amended except in writing signed by the Parties to the
This Agreement and all of the provisions of it will be binding upon and inure to the benefit of the
parties to it and their respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests or obligations hereunder will be assigned (whether voluntarily, involuntarily, by
operation of law or otherwise) by any of the Parties to the Agreement without the prior written consent
of the other Parties.
AMS's service may be subject to limitations, delays, and other problems inherent in the use of
the internet and electronic communications. AMS is not responsible for any delays, delivery failures, or
other damage resulting from such problems.
This Agreement and the legal relations among the parties hereto will be governed by and
construed in accordance with the internal substantive laws of the State of California (without regard to
the laws of conflict that might otherwise apply) as to all matters, including without limitation matters of
validity, construction, effect, performance and remedies.