e-RESEARCH TECHNOLOGY INC.
 WEB SITE TERMS OF USE

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These Terms of Use were last updated on August 10, 2007


By accessing and using the eResearchTechnology Inc. web site, ert.com (the "Web Site"), you are agreeing to be legally bound by these Terms of Use. By using the eResearchTechnology Inc. Web Site, you represent that you are 16 years or older and agree to abide by the following Terms of Use. If any of these terms are unacceptable to you, you may not access the eResearchTechnology Inc. Website until agreement has been reached between you and eResearchTechnology Inc. as to the applicable terms of use. The terms "you" and "User" refer to anyone who accesses the eResearchTechnology Inc. Web Site.

As you browse through the eResearchTechnology Inc. sites you may access other web sites that are subject to different terms of use. When you use those sites, you will be legally bound by the specific terms of use posted on such sites. If there is a conflict between these Terms of Use and the other terms of use, the other terms of use will govern with respect to use of such pages.

eResearchTechnology Inc. (ERT) may change these Terms of Use at any time without notice. Changes will be posted at www.ert.com under "Terms of Use". Your use of the Web Site after any changes have been posted will constitute your agreement to the modified Terms of Use and all of the changes. Therefore, you should read these Terms of Use from time to time for changes.

It is advised that you also read the eRT Customer Privacy Policy.

1. Use of the eResearchTechnology Inc. Web Site eResearchTechnology Inc. hereby grants you a non-exclusive, non-transferable, limited license to access and use the Web Site for the fees, if applicable, and under the terms set forth below.

The Web Site and the content, including, but not limited to, text, data, reports, ratings and other opinions, images, photos, graphics, graphs, charts, animations and video (the "Content"), displayed on the Web Site, may be used only for your personal and non-commercial use. Except as otherwise permitted under these Terms of Use, you agree not to copy, reproduce, modify, create derivative works from, or store any Content, in whole or in part, from the Web Site or to display, perform, publish, distribute, transmit, broadcast or circulate any Content to anyone, or for any commercial purpose, without the express prior written consent of eResearchTechnology Inc..

The Content is the property of eResearchTechnology Inc. or its licensors, and is protected by copyright and other intellectual property laws. All trade names, trademarks, service marks and other product and service names and logos on the Web Site and within the Content are proprietary to their respective owners and are protected by applicable trademark and copyright laws. Any of the trademarks, service marks or logos (collectively, the "Marks") displayed on the Web Site may be registered or unregistered marks of eResearchTechnology Inc. or others. Nothing contained on this Web Site should be construed as granting any license or right to use any of the Marks displayed on the Web Site without the express written permission of eResearchTechnology Inc. or a third party owner of such Marks. Any unauthorized uses of the Marks or any other Content are strictly prohibited.

You may, on an occasional and irregular basis, reproduce, distribute, display or transmit an insubstantial portion of Content, for a non-commercial purpose and without charge, to a limited number of individuals, provided you include all copyright and other proprietary rights notices with such portion of the Content in the same form in which the notices appear on the Web Site, the original source attribution, and the phrase "Used with permission from sandp.com, a web site eResearchTechnology Inc.". However, you may not post any Content from the Web Site to forums, newsgroups, list serves, mailing lists, electronic bulletin boards, or other web sites, without the prior written consent of eResearchTechnology Inc.. To request consent for other matters, you may contact eResearchTechnology Inc. at info@ert.com.

You may not use the Web Site for any unlawful purpose. You shall honor all reasonable requests by eResearchTechnology Inc. to protect eResearchTechnology Inc. proprietary interests in the eResearchTechnology Inc. website.

2. Limitation On eResearchTechnology Inc. Warranties And Liability You are entirely liable for activities conducted by you or anyone else in connection with your browsing and use of the Web Site. If you are dissatisfied with the Content or the Web Site or with these Terms of Use, your sole and exclusive remedy is to stop using the Content and the Web Site. eResearchTechnology Inc. will not pay you any damages in connection with your browsing or use of the Web Site.

THE CONTENT AND THE WEB SITE ARE PROVIDED "AS IS", WITHOUT ANY WARRANTIES. NEITHER eResearchTechnology Inc. MAKES ANY GUARANTEES OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF OR RESULTS TO BE OBTAINED FROM, ACCESSING AND USING THE eResearchTechnology Inc. WEBSITE, THE eResearchTechnology Inc. WEBSITE'S OWN CONTENT, THE OTHER CONTENT, NOR ANY MATERIAL THAT CAN BE ACCESSED (VIA A DIRECT OR INDIRECT HYPERLINK OR OTHERWISE) THROUGH THE eResearchTechnology Inc. WEBSITE. eResearchTechnology Inc. HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF NONINFRINGEMENT. eResearchTechnology Inc. SHALL NOT BE LIABLE TO THE USER OR ANYONE ELSE FOR ANY INACCURACY, DELAY, INTERRUPTION IN SERVICE, ERROR OR OMISSION, REGARDLESS OF CAUSE, OR FOR ANY DAMAGES RESULTING THEREFROM. IN NO EVENT WILL eResearchTechnology Inc., NOR ANY OF ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST TIME, LOST MONEY, LOST PROFITS OR GOOD WILL, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEN OR UNFORESEEN WITH RESPECT TO ANY USE OF THE eResearchTechnology Inc. WEBSITE. NEITHER eResearchTechnology Inc. NOR ANY OF ITS AFFILIATES, AGENTS OR LICENSORS WILL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING FROM USE OF THE WEB SITE, IN WHOLE OR PART, WHETHER CAUSED BY NEGLIGENCE, CONTINGENCIES BEYOND ITS CONTROL IN PROCURING, COMPILING, INTERPRETING, REPORTING OR DELIVERING THE WEB SITE AND ANY CONTENT AT THE WEB SITE OR OTHERWISE. IN NO EVENT WILL eResearchTechnology Inc., ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT OR THE WEB SITE.

3. Links To Other Web Sites You may, through hypertext or other computer links, gain access to web sites operated by persons other than eResearchTechnology Inc.. Such hyperlinks are provided for your reference and convenience only, and are the exclusive responsibility of such web sites' owners. You agree that eResearchTechnology Inc. is not responsible for the content or operation of such web sites, and that eResearchTechnology Inc. shall have no liability to you or any other person or entity for the use of third party web sites. A hyperlink from this Web Site to another web site does not imply or mean that eResearchTechnology Inc. endorses the content on that web site or the operator or operations of that site. You are solely responsible for determining the extent to which you may use any content at any other web sites to which you link from eResearchTechnology Inc. Web Site. eResearchTechnology Inc. assumes no responsibility for the use of third party software on the eResearchTechnology Inc. site and shall have no liability whatsoever to any person or entity for the accuracy or completeness of any outcome generated by such software.

4. Timeliness Of Content The Content displayed on the Web Site, including, but not limited to, reports and other opinions, are current as of the date appearing on the report and are subject to change without notice. Unless indicated otherwise, ratings are updated periodically by eResearchTechnology Inc. to reflect changes in the market and other criteria. eResearchTechnology Inc. does not guarantee or warrant the accuracy, timeliness, or completeness of any ratings you receive using the Web Site.

5. Additional Legal Terms This Agreement will continue until terminated by either eResearchTechnology Inc. or you. Either party can terminate the Agreement by notifying the other party by telephone or electronic mail of the decision to terminate.

eResearchTechnology Inc. may discontinue or change the eResearchTechnology Inc. Website, or its availability to you, at any time.

This Agreement constitutes the entire agreement between the parties relating to the eResearchTechnology Inc. Website and supersedes any and all other agreements, oral or in writing, with respect to the eResearchTechnology Inc. Website. The failure of eResearchTechnology Inc. to insist upon strict compliance with any term of this Agreement shall not be construed as a waiver with regard to any subsequent failure to comply with such term or provision. This Agreement is personal to you, and you may not assign your rights or obligations to anyone. If any provision in this Agreement is invalid or unenforceable under applicable law, the remaining provisions will continue in full force and effect. This Agreement, your rights and obligations, and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and New York State, as if the Agreement was a contract wholly entered into and wholly performed within New York State. All rights not expressly granted herein are reserved.

6. Anti-Hacking Provision You may not, nor may you allow others to, directly or indirectly, attempt or actually disrupt, impair or interfere with, alter or modify the Web Site or any Content. You may not, nor may you allow others to, directly, or indirectly, collect or attempt to collect any information about others, including passwords, account or other information.

PRIVACY POLICY: DATA PRIVACY AT eRESEARCH TECHNOLOGY, INC. (eRT)

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At eResearchTechnology, Inc. (”ERT”) we are strongly committed to protecting your privacy. You can navigate the majority of our site without giving us any personal information about yourself. However, we may track the technical information (see “cookies” below) provided to us by your browsing the site to improve the navigation, content and design of our website. You may voluntarily provide additional information about yourself to enable us to provide the information or services you are requesting.

Your privacy is important to us. To protect your privacy, we provide this Privacy Policy describing what information we collect about you, how we intend to use your information, what choices you have regarding how your information is used, how we protect it, how you can access your information to correct it, and how to contact us regarding your information. This Policy includes both eRT’s website Privacy Statement and its EU—US Safe Harbor Privacy Statement.
eRT Website Privacy Statement
This Privacy Statement applies to all visitors who register on the eRT website, http://www.ert.com.


The personal information we collect when you register on our website can be provided by you for several different reasons which are described below:
1. You can register to receive information on an automated, “alert” basis. The type of information that you can register to receive on an automated basis includes general information about eRT, such as:

    * Press releases
    * News and presentations
    * SEC reports
    * Investor Relations calendar updates
    * Annual Report / Other financials
    * Video / Audio archives

The personal information collected when you register to receive information on an automated basis is your email address. Each time you receive an automated email alert, you have the option of canceling your registration and removing your email from the database by simply clicking on the unsubscribe link at the bottom of each email alert message.

2. You may opt to provide us information about yourself if you are interested in an employment opportunity at eRT. The information requested from you will be based on your area of interest.

3. You can register to receive customized information. This information is generally collected on “Contact Us” forms where you can ask questions or request information. The personal information you provide on these forms may include your name, title, company name, address, contact telephone numbers, and email address. Physicians who may be interested in participating in clinical trials may also be asked to provide their areas of expertise and their experience.

4. You can choose to register to receive access to webcasts, periodic newsletters, or information on a specific eRT product or service. Generally, the personal information collected when you register to receive this type of information is your name, company, affiliation, and email address. This information is collected for qualification and aggregate measurement purposes only.

eRT Website Privacy Statement
 This Privacy Statement applies to all visitors who register on the eRT website, http://www.ert.com.
The Way We Use Information
 We store the information you provide about yourself in a secure database in order to provide you with the information, products, and/or services you request. The information that is stored for the lifetime of the database unless you request that it be removed. The information you provide us about yourself will be shared with eRT employees to the extent necessary to accommodate your request. You must consent for us to share your identifiable information with third parties, who would be bound by a confidentiality agreement.

For example, if you provide your name, mailing address, telephone and email address and request more information about eRT’s services this information will be shared with appropriate eRT personnel to fulfill your request. This information will not be shared with any outside third parties without your consent.
We use non-identifying and aggregate information about the use of our website to improve the navigation, content, and design of our site. This information may include, for example, the most and least requested pages and the number of users from the U.S. and other countries, among other things.

Finally, unless otherwise excepted below, we would not use your personally identifiable information provided to us online for purposes other than those you requested without also providing you an opportunity to agree or otherwise limit such unrelated purposes.


Exceptions

Except as described above, we will not otherwise use or disclose any of your personally identifiable information, except to the extent reasonably necessary: (i) to correct technical problems and malfunctions and to technically process your information; (ii) to protect the security and integrity of our website; (iii) to protect our rights and property and the rights and property of others; (iv) to take precautions against liability; (v) to the extent required by law or to respond to judicial process; or (vii) to the extent permitted under other provisions of law, to provide information to law enforcement agencies or for an investigation on a matter related to public safety, as applicable.

Our Commitment To Data Security

The personal information your provide is stored in a secure electronic database that has access limited to only those who need to know your information in order to address your requests. Our computer systems have physical, electronic and supervisory procedures in place to ensure that your information is not altered in any way without your authorization. eRT also has a corporate policy in place that requires all personnel not to disclose personal information to any third party that is not entitled to have that information.

Cookies

A cookie is a piece of data stored on the hard drive of your computer. Usage of a cookie is in no way linked to any personally identifiable information while on our site. eRT uses cookies on our website in order (a) to allow site visitors to personalize their experience by accessing information, products, and services relevant to their areas of interest, (b) to track a user session within a subscribed product, and (c) to allow site visitors to vote only once in periodic opinion polls.

We receive IP addresses in the normal course of the operation of our website. An IP address is a number assigned to you by your Internet service provider so you can access the Internet. Although we do receive IP addresses, we do not use them to identify you personally or disclose them to others.

Our Commitment To Children’s Privacy

Protecting the privacy of the very young is especially important. For that reason, we do not collect or maintain information at our website from those we know are under 13 years of age, and no part of our website is structured to attract anyone under 13.

How You Can Access Or Correct Your Information

You may update or remove the information you provided to us by contacting us—see Contact Us on the eRT website, or the section below on “How to Contact eRT”. To protect your privacy and security, we will also take reasonable steps to verify your identity before updating or removing your information. The information you provide us may be archived or stored periodically by us according to backup processes conducted in the ordinary course of business. Information stored as part of this backup process will be deleted in due course on a regular schedule.

Links To Other Websites

Our website may contain links to other websites. You should carefully review the privacy policies and practices of other Web sites, as we cannot control or be responsible for their privacy practices.

eRT EU—US Safe Harbor Privacy Statement

This Policy Statement applies to all personal information received by eRT in the United States from the European Union. The privacy principles included in this statement are based on the Safe Harbor Privacy Principles that can be found on the U.S. Department of Commerce website, http://www.export.gov/safeharbor/sh_overview.html.
Notice On How We Will Use Your Information

When eRT collects personal information directly from individuals, they will be informed about the purpose for which the information is collected and if there is an intent to provide that information to a third party. Individuals will also be notified if there is an intent to use the information for purposes other than those originally disclosed. This notice will be provided to individuals in a clear and conspicuous language before such personal information will be used for purposes other than that for which it was originally collected or processed.

Your Privacy Choices

eRT will offer individuals the opportunity to choose (opt out) whether their personal information is to be disclosed to a third party or is to be used for a purpose that is incompatible with the purpose(s) for which it was originally collected or subsequently authorized by the individual.

For sensitive information, eRT will give individuals the opportunity for an explicit affirmative choice (opt in) to have their information disclosed to a third party or used for purpose(s) other than those for which it was originally collected or subsequently authorized by the individual.

Sensitive information is personal information specifying medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or information specifying the sexual orientation of the individual.

Transferring your information to a third party

eRT may provide your information to third parties such as clients for whom we work, affiliates, vendors, or to regulatory agencies; but your information will always be protected under the terms of this Privacy Policy. This will be achieved by first ascertaining that the third party will provide the same level of privacy protection as described in this Privacy Policy. If it becomes known that a third party organization which has received personal information is using or disclosing it a manner contrary to this Policy, eRT will take reasonable steps to prevent or stop this use or disclosure.
How your information is secured

eRT employs reasonable precautions to prevent your personal information from loss, misuse, unauthorized access, disclosure, alteration or destruction. We also take reasonable steps to ensure your information is reliable for its intended use, accurate, complete and current. This is achieved by storing your information in a secure electronic database that is a component of a computer system that has physical, electronic and supervisory procedures in place to ensure compliance with all electronic records regulations.
How your dispute or complaint may be resolved

Any questions, concerns or complaints regarding the use of your personal information should be directed to the eRT Privacy Officer using the contact information presented below. eRT will attempt to resolve any dispute or complaint relating to the misuse or improper disclosure of personal information by investigating it in accordance with the principles contained in this Policy. Appropriate corrective and preventive action will be implemented and follow-up on such action will be conducted to verify that the expressed concern or complaint has been resolved.

How to contact eRT regarding Privacy issues

Questions, concerns, or complaints regarding this Policy or the handling of your personal information should be submitted to:
Keith Schneck
Exec. Vice President and Chief Financial Officer
eResearchTechnology Inc.
1818 Market Street, Suite 1000
Philadelphia PA, 19107
kschneck@ert.com


Changes to this Privacy Policy
This policy may be amended from time to time to ensure consistency and compliance with changes in the Safe Harbor Principles or in statutory requirements. Changes to this policy will be posted on the eRT website and we recommend that you review this Policy to ensure you are aware of any changes made to it.
   
Effective Date
This Privacy Policy became effective on: 10 August 2007 and was last updated on 10 August 2007.

COPYRIGHTS AND TRADEMARKS

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This material contains proprietary information of eResearchTechnology, Inc. The reproduction of this material, in whole or in part, without the express written consent of eResearchTechnology is strictly prohibited.


The information contained in this material is subject to change without notice. While every effort is made to ensure the accuracy of the information in this material, eResearchTechnology, Inc. offers no warranty, expressed or implied, concerning the contents of this material.

®2012 eResearchTechnology, Inc. and subsidiaries

All rights reserved.

ERT, GETTING IT DONE. RIGHT., and associated logos and designs are registered trademarks of eResearchTechnology, Inc.

EXPERT Technology Platform, Cardiac Safety Solutions, ePRO Solutions, Clinical Research Consulting Group, ERT WebService™ are trademarks of eResearchTechnology, Inc.

EXPERT, EXPERT Direct, EXPERT ePRO, and My Study Portal are proprietary software applications of eResearchTechnology, Inc., and are protected under copyright law. All rights reserved. EXPERT is a registered trademark of eResearchTechnology, Inc.  All other marks noted are trademarks of eResearchTechnology, Inc.

AM1™, AM1+™, AM2+™, AM3™, AMOS, AsthmaMonitor™, BioSigna™, Clean Peak Flow™, ,  CorLab™, CorPC™, CorSafe™, CorScope™, CorScreen, CorWeb™, ERT WebService™, FLOWSCREEN, HC™, HC1™, HES™, HES EKG Systeme™,  MasterScope™, MasterScope CT™, SpiroPRO, Tele-AM™, VIAPAD™, and VIAPEN™ are trademarks of eResearchTechnology, Inc., or its subsidiaries.

DIARYpro® Mobile, DIARYpro® Web, SITEpro® Tablet, EPX™, and EasyCharge™ are trademarks of eResearchTechnology, Inc., or its subsidiaries.

Adobe, Acrobat, and Adobe JRun are registered trademarks of Adobe, Inc. Copyright © 2009 Adobe Systems

Incorporated. All rights reserved.

AM12™, Ambulo™, Custom ID™, ELI-PC™, ELI10, ELI100, ELI150, ELI™ 150c, ELI200, ELI250, ELI™ 250c, E-Scribe™, H12+24H and H12+48H, H-Scribe™, Positive ID™, Surveyor™, VERITAS™, and WAM™ are trademarks of Mortara Instruments, Inc. 

AutoCode CS is a trademark of TRW Inc.

BarTender is a registered trademark of Seagull Scientific, Inc.

Bluetooth® is a registered trademark of Bluetooth SIG.  All rights reserved.

CalECG, AMPS FDAEcg Suite, FAT-QT and ECGScan are trademarks of A.M.P.S, LLC. Digital ECG XML Viewer is a copyright  2003 of A.M.P.S, LLC.


CardioDay®, CardioRead® and CardioMem® are registered trademarks of Getemed AG.

Crystal Reports® is a registered trademark of Business Objects, S.A.

HP and HP-UX are trademarks of the Hewlett Packard Company.

IBM® and Cognos® are trademarks or registered trademarks of International Business Machines Corp., registered in many jurisdictions worldwide.


JIRA® and Atlassian Crucible®. Copyright © 2012 Atlassian. All rights reserved.

Kodak Image Pro is a trademark of the Eastman Kodak Company.

MAC 1200 Resting ECG System, MAC 5000 Resting ECG System, GE Healthcare MAC™ 800 ECG Analysis System, GE Healthcare MAC™ 1600 ECG Analysis System, MONOGRAM™, MUSE®, TONOPORT™ V, and 12SL™ are registered trademarks of GE Medical Systems, Inc.

Microsoft Internet Information Server, Windows, and Windows NT are registered trademarks of Microsoft Corporation.

Oracle, PL/SQL, Pro*C, SQL*DBA, SQL*Forms, SQL*Net, SQL*Script, and SQL*Plus are trademarks of Oracle Corporation.

pdfFactory is a copyright © FinePrint Software, LLC 1995-2008. 

RS6000/AIX is a trademark of the IBM Corporation.

Salesforce.com is a copyright © 2000-2010 of salesforce.com, inc. Web-based Customer Relationship Management (CRM) Software-as-a-Service (SaaS).

SAS is a registered trademark of the SAS Institute, Inc.

Sun Solaris, JAVA, Sun JRE, and Sun JDK are trademarks of Sun Microsystems, Inc.

WIBU is a registered trademark of WIBU Systems AG.

This Proprietary and Confidential Software is derived in part from the SSLava Toolkit, which is a copyright 1996-2000 by Phaos Technology Corporation. All rights reserved. 

All other products, services, or company names mentioned herein are claimed as trademarks and/or trade names of their respective owners.


Code of Ethics and Business Conduct

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This Code of Ethics and Business Conduct (this “Code”) applies to all directors, officers and full-time, part-time, temporary/intermittent and contract employees (collective, “Employee or Employees”) of Explorer Holdings, Inc., eResearchTechnology, Inc. and its subsidiaries (collectively, "ERT").
 
We require the highest standards of professional and ethical conduct. Our reputation for honesty and integrity among our customers, employees, vendors, and stockholders is key to the success of our business. This Code reflects our commitment to a culture of honesty, integrity and accountability and outlines the basic principles and policies with which all employees, officers and directors are expected to comply. Please read this Code carefully. 

Your cooperation is necessary to the continued success of our business and the cultivation and maintenance of our reputation as a good corporate citizen. Any questions or concerns regarding anything contained in or referenced by this Code should be directed to eResearchTechnology, Inc.’s Vice President, Human Resources (”VP-HR”) or your local office designee who is responsible for administering the Code. 

You may have an employment agreement with ERT, or have otherwise signed confidentiality or other agreement with ERT (collectively, the “Agreements”). You have been provided an employee handbook, policies and standard operating procedures from ERT (collectively, the “Documents”). This Code does not replace the Agreements or Documents, and the Agreements and Documents remain in full force and effect.  If anything contained in the Agreements or Documents conflict with this Code, this Code shall govern. 

Click here for ERT's Code of Ethics and Business Conduct.