TERMS AND CONDITIONS

Effective 11 April 2014

This BIO Notifier® service (the “Service”, which term shall include any related services and websites of BBK offered with or through the Service) is being implemented and managed by BBK Worldwide, LLC with principal offices at 117 Kendrick Street, Suite 600, Needham, Massachusetts 02494 USA (“BBK”). Your use of this Service is subject to (i) the Terms and Conditions described herein and (ii) the linked Privacy Policy (the “Privacy Policy”) which is incorporated into and governed by these Terms and Conditions.

This Service is a way for physicians to be alerted to opportunities to become investigators for or refer patients to clinical trials, or otherwise participate in research activities. Please read these Terms and Conditions carefully before registering for the Service. By registering for the Service, You become a BIO Notifier member (a “Member”), and You agree to be bound by these Terms and Conditions for as long as You continue to be a Member. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS, DO NOT USE THIS SERVICE. BBK may, in its sole discretion and without prior notice, (A) revise these Terms and Conditions; (B) modify the Service, its software (including the TCN patient recruitment management system developed by TCN Technologies, LLC), and any related services; and (C) discontinue the Service, the TCN software, and/or related services at any time. (However, BBK will not make changes that allow significant additional uses or disclosures of Your personally identifiable information unless you “opt in” to such changes. For more on amendments to the Privacy Policy, go here).

BBK shall provide notice of material changes to these Terms and Conditions by posting or distributing a notice of such revisions, which shall be effective immediately on posting. You agree to review these Terms and Conditions and the Privacy Policy posted on the Service periodically to be aware of any revisions. If any future changes to these Terms and Conditions are unacceptable to You or cause You to no longer be in compliance, You must immediately stop using the Service. You agree that Your continuing to use or access the Service following revision, to these Terms and Conditions constitutes Your acceptance of any such revisions.

In this Agreement, the following terms have the following meanings unless the context requires otherwise:

“Agreement” means the agreement between You and Us created by Your accepting these Terms and Conditions for use of the Service, as amended from time to time in the manner set forth herein; “We, Us, Our” means BBK Worldwide, LLC, TCN Technologies, LLC, and BBK Worldwide’s subsidiaries and affiliates; and “You, Your, Yourself” means the person Using this Service, who accepts these Terms and Conditions.

ELIGIBILITY: By Using this Service, You represent and warrant that You have the right, authority, and capacity to enter into this Agreement and to abide by its Terms and Conditions. By becoming a Member, You represent and warrant that You are a licensed and practicing physician or are a person authorized (e.g., practice employee) to complete membership registration on behalf of such a physician and apprise said physician as to opportunities related to research activities. As a Group Membership Registrant (“GMR”), You represent and warrant that You are authorized by the applicable group to register for this service and provide information regarding Your group. By using the Service, You represent and warrant that You have the right, authority, and capacity to enter into this Agreement, and to abide by the Terms and Conditions of this Agreement. Your membership for the Service is for Your sole, personal use or as a GMR, for Your group’s use. You may not authorize others to use Your membership, and You may not assign or otherwise transfer Your account to any other person or entity. The Service is intended for individuals at least 18 years old. If You are under the age of 18, You are prohibited from using the Service.

REGISTRATION: When and if You register to become a Member, You agree to provide accurate, current, and complete information about Yourself as prompted by Our registration form (“Your Profile”), and to maintain and update Your Profile to keep it accurate, current, and complete. You agree that We may rely on Your Profile as accurate, current, and complete. You acknowledge that if Your Profile is untrue, inaccurate, not current, or incomplete in any respect, We may terminate this Agreement and Your use of the Service. If You are a GMR, You agree to provide accurate, current, and complete information about Your group as prompted by the initial registration questionnaire, and to maintain and update Your registration information, to keep it accurate, current, and complete. You agree that We may rely on Your registration information as accurate, current, and complete. You acknowledge that if Your registration information is untrue, inaccurate, not current, or incomplete in any respect, We may terminate this Agreement and Your use of the Service.

YOUR USE OF THE SERVICE: As a Member, You agree that:

(1) You will complete the opt-in process by providing information pertaining to Your practice, research site, or group. Your Profile information includes: Your first name, Your last name, Your medical specialty and sub-specialty (if applicable), Your e-mail address, the institution with which You are affiliated / organization or practice name, Your title, and the complete address of the institution and / or practice. You will also indicate Your preferred means by which You would like to receive information from this Service (“Contact Preferences”). In addition, You will also designate a username and password. The information collected herein is hereinafter referred to as “Your Profile.” To become a member of the service, You are required to opt in and to indicate that you have reviewed and accepted these Terms and Conditions. As a GMR, You will complete the applicable registration questionnaire, including, but not limited to, contact information, location(s) of Your group, information pertaining to the number of physicians associated with your group, the therapeutic area in which Your group’s physicians have expertise, the manner in which patient records are maintained by the site, and whether Your group and physicians are dedicated to clinical research. (2) Once You have created Your Profile or competed Your GMR questionnaire, You will be contacted periodically by BBK about clinical trial and other research opportunities. By becoming a Member, You agree to accept and to consent to receiving e-mail communications initiated from Us or through Us including, without limitation: clinical trial opportunity notification e-mails, e-mails informing You of changes to the Service, e-mails informing You that You have been selected to possibly participate in a clinical trial or other research opportunity in which You have expressed interest or expertise, e-mails about an opportunity to refer your patients to a clinical study or research opportunity, and e-mails about the clinical trial industry that may concern Your practice, Your Site, Your knowledge or that of a colleague. Should You not wish to receive any of Our e-mail communications, please do not register with Us for the Service. (3) You will have the opportunity, upon opting in, to add additional information about Your medical practice to Your Profile or group for GMRs to further enhance Your ability to participate in research opportunities. (4) The BIO Notifier is an opt-in, consent-based, free-of-charge service. Registration is completely free, and all information regarding opportunities will be provided to You at no cost and without obligation. At any time, You may opt out of the Service. (5) Opting in to receive notifications in no way implies that You ultimately will be selected to participate in a specific research opportunity. BBK cannot guarantee that You will be selected by a sponsor to participate in a particular research opportunity in which You have expressed interest.

INDEMNITY BY USER: You will defend, indemnify, and hold Us and Our officers, directors, employees, agents, and third parties harmless for any losses, costs, liabilities, or expenses relating to or arising out of Your use of this Service, including without limitation: (I) Your breach of this Agreement; (II) any allegation that any materials that You submit to Us or transmit using the Service infringe or otherwise violate the copyright, trademark, trade secret, or other intellectual property or other rights of any third party; and/or (III) Your activities in connection with Your use of the Service. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

INTELLECTUAL PROPERTY: All intellectual property rights in and to the Service are and shall be owned by Us absolutely. Those rights include, but are not limited to, database rights, copyrights, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered), and other intellectual and proprietary rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, and company or product names set forth on the Service that are not the property of BBK are the property of their respective owners. You do not acquire any ownership rights by using the Service or downloading material from or uploading material to the Service.

FEEDBACK: All comments, feedback, blog postings, suggestions, ideas, photographs, and other submissions disclosed, submitted, or offered by You in connection with Your use of the public areas of the Service, including without limitation any modification or derivative works of the Service (collectively, “Submissions”) will be the exclusive property of BBK. You agree that unless otherwise prohibited by law or Our Privacy Policy, We may use, sell, exploit, disclose, revise, and delete the Submissions in any manner, including any public manner, without restriction, compensation, or attribution to You. For clarification, We are not obligated to publish or use the Submissions in any manner. You represent and warrant that, unless expressly noted by you when you make the Submission, all Submissions are Your original creations, that You have all rights to them, and that they do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights of privacy or publicity. You agree that the provisions in this section will survive any termination of this Agreement.

OTHER REQUIREMENTS REGARDING SUBMISSIONS: Submissions shall not contain any personal health information, any personally identifiable information about You (such as name, phone number, or e-mail address) that You wish to keep private, or any personal information about anyone else.

COMMUNITY AREAS: If You use a public or community area of the Service, such as blogs, You are solely responsible for Your own Submissions, the consequences of posting Your Submissions, and Your reliance on any information in the community areas or other areas of the Service. Any information You share in any online community area, including any blog area, is by design open to the public and is not private. In the event that You feel threatened or believe that someone else is in danger, You should contact Your local law enforcement agency immediately. We reserve the right to, but shall not be obligated to, record any dialogue or exchanges in the community areas of the Service. We shall have no responsibility for any actions taken, or failures to take action, with respect to the community areas of the Service or any Submissions. As with any public forum on any Service, the information You post may show up in third-party search engine results.

ACCEPTABLE USE: The Service may only be used for lawful purposes and may not be used to transmit, distribute, store, or destroy material (a) in violation of any applicable law or regulation; (b) in a manner that will infringe the copyright, trademark, trade secret, or other intellectual property rights of others, or violate the privacy, publicity, or other personal rights of others; or (c) that is defamatory, obscene, threatening, or abusive

PRIVACY: The information that You provide during Your use of the Service will be stored on computers and/or servers. You consent to the use of this information tracking Your use of this Service in the manner set forth in Our Privacy Policy. You also agree to read, review, and comply with the Privacy Policy. If You are located outside of the United States, please note that the information that You provide is sent to the United States and may be sent to other locations. By providing information, You consent to Your data being sent to the United States, and to such other third parties and jurisdictions as may be involved in the provision and operation of the applicable research opportunity and this Service.

NO MEDICAL ADVICE AND NO ENDORSEMENT: The Service and the entire contents available on or through the Service (including without limitation, material on the Service’s blogs) (the “Content”) is provided for informational purposes only. BBK DOES NOT PROVIDE MEDICAL ADVICE NOR DOES ITS PROVISION OR MAINTENANCE OF THE SERVICE ESTABLISH A DOCTOR-PATIENT RELATIONSHIP OR CONSTITUTE THE PRACTICE OF MEDICINE, NURSING, OR ANY HEALTHCARE PROFESSION. BBK DOES NOT DIAGNOSE, PRESCRIBE MEDICATION, TREAT, OR GIVE ORDERS NOR DOES BBK HAVE RESPONSIBILITY FOR OR AUTHORITY OVER PATIENT CARE.

SENSITIVE MATERIALS: The Service may contain sensitive health- or medical-related materials, such as information about human anatomy and bodily functions. If You find these materials offensive, do not use the Service.

THIRD-PARTY LINKS: This Service may contain links to third-party Services, materials, and services (“third-party materials”). These links are provided solely as a convenience to You and not as an endorsement by BBK of the contents of any third-party materials. BBK is not responsible for the content or functionality of any linked third-party materials and does not make any representations regarding the content, accuracy of materials, functionality, or privacy protection on such third-party materials. If You decide to access linked third-party materials, You do so at Your own risk. However, we invite Your comments on the accuracy of any linked sites, materials, or services.

SECURITY RULES: You are prohibited from violating or attempting to violate the security of the Service, including, without limitation, (a) disclosing any confidential or private information You may learn using this Service, except as expressly authorized by that person or BBK; (b) accessing data not intended for such use or logging into a server or account that You are not authorized to access; (c) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures; (d) attempting to interfere with service to any user, host, or network, including, without limitation, by submitting a virus, overloading, flooding, spamming, mail bombing, or crashing; or (e) sending unsolicited e-mail, including promotions and / or advertising of products or services. BBK reserves the right, at its sole discretion, to immediately terminate access to the Service and / or any other Content or service provided if You breach any of these Terms and Conditions or for other good cause. Violations of system or network security may result in civil or criminal liability. BBK will cooperate with law enforcement authorities in prosecuting users who are involved in such violations.

ACCESS: You agree not to use the Service for any commercial purposes, or to download, save, copy, transmit, or distribute the Content except as specifically allowed in this Agreement. We may change, modify, suspend, or discontinue any aspect of the Service at any time. We may also impose limits on certain features or restrict or prohibit Your access to parts or all of the Service without notice or liability. You agree to be bound by any application-, tool-, or content-specific rules published within the Service. You expressly agree that the Content may be viewed and accessed only by end users and not by any other Service or web publisher. Your use of the Service is conditioned upon Your compliance with this Agreement; any use of the Service in violation of this Agreement will be regarded as an infringement of Our copyrights in and to the Service. We reserve the right to terminate Your access to the Service without notice if You violate this Agreement or for any reason at Our discretion. Use of this Service may require a user code or a username and password. You are responsible for maintaining the confidentiality of Your user code or username and password. You are responsible for all uses of Your username or user code, whether or not authorized by You. Your user code or username and password are meant for Your individual use only. Do not share them with any other person, and do not store them in any place that can be easily accessed by others. You agree to immediately notify BBK of any known or suspected unauthorized use of Your user code or username or password.

TERMINATION: This Agreement shall become effective when You acknowledge Your acceptance of these Terms and Conditions (including by using the Service or registering as a Member) and, except as to provisions that survive termination, will terminate when Your use of the Service ends, unless sooner terminated as provided herein. You may terminate Your membership at any time by sending Us written or e-mail notice of termination, or by clicking the opt-out link. BBK reserves the right, at its sole discretion, to immediately terminate Your access to the Service and / or any other Content provided if you breach any of these Terms and Conditions or for other good cause.

DISCLAIMERS: WE PROVIDE THE SERVICE ON AN “AS IS” BASIS AND GIVE NO WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED, OR STATUTORY, IN ANY COMMUNICATION WITH SERVICE PARTICIPANTS OR US OR OTHERWISE WITH RESPECT TO THE SERVICE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE; OR THAT THE SERVICE OR THE CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY; OR THAT THE SERVICE OR THE CONTENT COMPLIES WITH ANY GOVERNMENT REGULATIONS CONCERNING PRESCRIPTION DRUG DISCLOSURES; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY. WE ARE NOT PHYSICIANS OR HEALTHCARE PROVIDERS AND THE SERVICE AND CONTENT DO NOT PROVIDE HEALTH, MEDICAL, OR SURGICAL CARE, ADVICE, RECOMMENDATIONS, OR TREATMENT AND ARE NOT INTENDED IN ANY WAY TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE OR TO BE RELIED UPON FOR MEDICAL DIAGNOSIS OR TREATMENT. BBK DOES NOT ENDORSE OR RECOMMEND ANY PARTICULAR PROVIDER OR PROCEDURE. THE SERVICE IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY.

LIMITATION OF LIABILITY: IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF PROGRAMS, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR SERVICE INTERRUPTIONS, OR FOR PHYSICAL DAMAGES, BODILY INJURY, OR EMOTIONAL DISTRESS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

RELEASE: You forever release, discharge, and agree not to sue Us from any and all liability, claims, actions, and expenses that may arise in connection with Your use of the Service or Your interaction with any party through or as a result of the Service. You agree that this section will survive any termination of Your account(s), the Service, or this Agreement.

COMPLAINTS: To resolve a complaint regarding the Service, You should first contact us by e-mailing inquiry@bbkworldwide.com or by calling +1 (617) 630-4477.

COPYRIGHT: This Service and all information and Content included on this Service, such as text, graphics, logos, button icons, images, audio clips, video clips, and software, and any compilations of such Content, are the property of BBK, its assigns, or its content suppliers, and is copyrighted and protected under U.S. and international copyright laws. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance of any content on this Service is strictly prohibited without prior written approval of BBK or its assigns.

INQUIRIES: You may address any questions, complaints, or comments to the following: BBK Worldwide, LLC
117 Kendrick Street
Suite 600
Needham, MA 02494
E-mail: inquiry@bbkworldwide.com
Telephone: +1 (617) 630-4477

DISPUTE RESOLUTION: This Agreement is governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions. You agree to personal jurisdiction of and exclusive venue in the state and federal courts of Massachusetts with regard to any and all claims by You arising out of, or related to, this Service. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

WAIVER AND SEVERABILITY OF TERMS: Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid, or unenforceable, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision. In such case, the other provisions of this Agreement shall remain in full force and effect.

By using this Service, You certify that You have read and agree to be bound by these Terms and Conditions and the Privacy Policy.

Copyright © by BBK Worldwide, LLC. All rights reserved.