TERMS AND CONDITIONS
Last Updated: December 28, 2020
Thank you for your interest in joining the GCI Market Research Panel (the "Panel"), operated by Global Clinical Insights (referred to herein as "GCI," "we," "our," or "us"). In connection with your participation in the Panel, you may be selected by GCI to provide certain services, which may include market research services, advisory board services, or consulting services, on behalf of GCI clients (the "Services").
You acknowledge that, as a condition for joining the Panel or providing the Services, you have read, understood, and agreed to be bound by these Terms and Conditions (this "Agreement"). This Agreement governs your membership in the Panel, and your provision of Services.
1. GENERAL RULES
GCI reserves the right, in its sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you to any changes by updating the "Last Updated" date at the top of this Agreement, and you waive any right to receive specific notice of each such change.
It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes by your continued provision of Services after the date such changes are posted.
Should you disagree with or fail to abide by the terms of this Agreement, you will no longer be eligible to participate in the Panel or in the Services. Any supplemental terms and conditions applicable to the Panel or Services are hereby expressly incorporated herein by reference.
2. PANEL MEMBERSHIP
You acknowledge and agree that participation in the Panel or selection for Services is by invitation only, and that nothing herein or elsewhere guarantees you the right to be accepted to the Panel. We reserve the right, in our sole discretion, to refuse, restrict, prohibit, or reject your participation in the Panel or eligibility to provide the Services, at any time, for any reason.
You agree to notify GCI promptly of any changes in or to the information contained in your account profile. We reserve the right to revoke your membership for any reason at any time, including as a result of a violation of this Agreement or applicable law, without notice. Membership is void where prohibited by law.
Membership in the Panel is available to qualified, licensed, and registered physicians or other healthcare professionals invited by GCI to participate in the Services. In order to participate in our Panel, you must not be included on any of the following: the FDA debarment list, the OIG List of Excluded Individuals or Entities, or any city- or state-level exclusion lists. You agree to notify GCI immediately should you be threatened with such exclusion, or placed on any such exclusion list.
As part of the registration process, you must provide your business address, state license information, and NPI number (if applicable), and other information as may be requested by GCI. In addition, please disclose whether you are a member of a pharmacy and therapeutics committee, medical advisory board, or any committee that sets formularies or develops clinical guidelines.
Note: Certain states prohibit or limit the engagement of healthcare professionals for market research services. As such, healthcare professionals licensed in certain states, including Minnesota and Vermont, may not be eligible to provide market research services.
3. REPRESENTATIONS AND WARRANTIES
You agree to perform the obligations set forth in this Agreement in conformance with all laws, rules, and regulations, and all professional standards applicable to the Services, including the federal Anti-Kickback Statute and the U.S. Food, Drug, and Cosmetic Act, as amended from time to time.
You represent, warrant, and covenant that:
(a) you have a valid medical license
(b) you have not been subject to disciplinary action by any licensing authority;
(c) you are not presently excluded, debarred, suspended, and are not under consideration to be debarred, declared ineligible or voluntarily excluded from participation in this Agreement or the Services by any U.S. federal or state law, regulation, or action, including the U.S. Food and Drug Administration, or any foreign government agency or body, or from working in or providing consulting services to any pharmaceutical or biotechnology company under the Generic Drug Enforcement Act of 1992 or any applicable international laws, rules, or regulations, or are otherwise ineligible to participate in federal or international health care programs or in federal or international procurement or non-procurement programs by the Office of Inspector General or the General Services Administration or any foreign government agency or entity;
(d) you have not been convicted of a felony or a criminal offense related to healthcare;
(e) you have not been placed on a state or foreign government’s prohibited vendor list;
(f) you have not engaged in any conduct or activity which could lead to any of the above-mentioned disqualification or debarment actions and you have no notice that the FDA or any other domestic or international regulatory authority intends to seek disqualification or debarment; and
(g) no conflict of interest exists as between (i) any other agreement to which you are a party; or (ii) any other lawful restriction of any kind with respect to your performance of the Services and the acceptance of related compensation.
4. PARTICIPATION IN THE PANEL/PROVISION OF THE SERVICES
You acknowledge that your participation in the Panel and provision of Services is in the capacity of an independent contractor, and that no agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this Agreement.
You acknowledge and agree that your participation in the Panel and the provision of any Services is voluntary, and you may stop at any time. Failure to complete the Services may result in partial or no compensation, subject further to Section 6 below.
GCI and its clients reserve the right, in their sole discretion, to listen to, monitor, and record programs that are a part of the Services.
5. RESTRICTIONS
In connection with your participation in the Panel and providing the Services, you agree you will not: (a) post, communicate, or transmit any material that infringes on any intellectual property, publicity, or privacy right of another person or entity; (b) provide or post any information which is untrue, inaccurate, or misleading; (c) engage in conduct that is unprofessional, unlawful, or which may constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation; (d) manipulate the results of any survey or study; (e) collect any personal information of any other Panel member or GCI client; (f) forge or mask your true identity, use proxy servers, or engage in any other activity that, in GCI’s sole and absolute discretion, suggests an effort to abuse the Panel membership; (g) post or transmit any threatening, libelous, defamatory, obscene, lewd, or inflammatory material or content or any material or content that could otherwise violate applicable laws; or (h) engage in any fraudulent activity, including speeding through surveys, taking the same survey more than once, submitting false or untrue survey data, or obtaining or attempting to obtain compensation through false or fraudulent means.
You may not publish or publicize in any way, without the prior written consent of GCI or its clients, which consent GCI or its clients may withhold in their sole discretion, GCI's or its clients' names or logos, or any material or manuscript relating to the Services and/or any information or materials that you receive in connection with or pursuant to this Agreement, the relationship between GCI and its clients, or the relationship established hereunder with GCI or its clients.
6. COMPENSATION
If you are selected to provide Services, you agree to be compensated at a rate to be determined by GCI or GCI's clients, such rate to be included in the invitation to participate in the Service. You acknowledge and agree that your judgment with respect to the Services will not be affected by the compensation you receive pursuant to this Agreement and that the compensation provided hereunder is consistent with arm’s length transactions, represents the fair market value of the Services, and is commensurate with the fees charged by you for providing similar services to other entities.
No amount paid or reimbursed by or on behalf of GCI or its clients is intended to be, nor shall it be construed as, an offer or payment made, whether directly or indirectly, to induce or reward the referral of patients, the purchase, lease, or order of any item or service, or the recommendation or arranging for the purchase, lease, or order of any item or service.
If you are selected to provide Services, you acknowledge and agree that completion of the applicable Services may be a precondition to payment and that GCI will determine, in its sole discretion, whether the Services have been completed. You also acknowledge and agree to provide additional documentation to verify your identity and professional details before any compensation is made, if GCI determines such information is needed.
You shall provide GCI with any information requested related to your provision of Services, including details regarding the Services you provided and the number of hours, if applicable. Payment of undisputed amounts will be made by GCI by check within 45 days after you notify GCI of your completion of Services and provide any requisite information.
In the event you are found to have submitted inaccurate or illogical information in connection with the Services, we reserve the right to suspend or terminate your membership in the Panel, in addition to withholding or canceling any or all compensation outstanding to you.
You are responsible to notify GCI if you do not receive compensation that you believe you are due, within 60 days of completion of the applicable Service. Failing to do so may further delay or result in the waiver of your payment. GCI shall not be liable for any losses suffered due to any errors in the administration of compensation due to incorrect payment details that you provide to GCI.
You are responsible to declare any taxes, if due, to your local financial authorities as a result of compensation that you receive under this Agreement. GCI will not be liable for any taxes or for providing any assistance on tax matters. GCI may issue a 1099 federal or equivalent tax form in the event you receive compensation requiring the reporting of income.
7. Termination of Panel Participation/Provision of Services
GCI reserves the right to suspend or cancel Panel participation or your participation in any Service, together with any outstanding honoraria or compensation, if applicable, if one of the following events occurs:
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You breach any of the terms of this Agreement;
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You misuse your membership on the Panel or use it for any improper purpose; or
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GCI’s right to process and use any information necessary to run the Panel is legally withdrawn, by law or otherwise.
8. PROFESSIONAL PAYMENT DISCLOSURE REQUIREMENTS
You acknowledge and agree that GCI clients may be required by applicable law and regulation to disclose the existence of compensation paid, your identity, and the subject matter associated with each payment made hereunder in accordance with applicable federal, state, and local laws, including Section 6002 of the Patient Protection and Affordable Care Act (also known as the "Physician Payments Sunshine Act"). As such, you acknowledge and agree that GCI may disclose details regarding any such compensation made to you under this Agreement to its clients.
9. ADVERSE EVENT, PRODUCT QUALITY AND SPECIAL REPORTING SITUATIONS: REPORTING REQUIREMENTS
We are required to report to our clients on Adverse Events, Product Complaints or Special Reporting Situations (as those terms are defined under applicable law, and referred to herein collectively as "AE/PC/SRS") observed during your participation in the Services. As such, you acknowledge and agree that GCI may be required by applicable laws to follow up with you if you mention an AE/PC/SRS while participating in the Services.
We are committed to supporting our clients in responding to requests for follow-up on the AE/PC/SRS within the timeframe required by applicable federal and state laws and regulations which govern such matters.
As part of the Services, you understand and agree to be contacted via phone and/or email outreach by GCI or its clients to provide additional details regarding any AE/PC/SRS referred to by you. Such interactions will not be subject to additional fees or compensation.
10. COMMUNICATIONS, TELEPHONE
By becoming a member of the Panel, you agree to be selected to participate in the Services. The volume of invitations you receive will vary at any given time. You may opt out of these communications by contacting us as provided in the "How to Contact Us" section below.
We will also communicate with you in response to your inquiries, to provide information regarding the Services, and to fulfill payment obligations (subject to the terms of this Agreement). We typically communicate with you electronically.
By registering for the Panel or participating in the Services, you consent to be contacted by telephone at the number you provide to us. SMS and other fees imposed by your carrier may apply, and we are not responsible for such fees.
11. PROPRIETARY RIGHTS, NON-DISCLOSURE
You acknowledge and agree that the content (other than content that may be submitted by members), materials, text, images, videos, graphics, trademarks, logos, button icons, music, software, and other elements made available to you in connection with your Panel membership and provision of Services are the property of GCI, our licensors, or our clients, and are protected by copyright, trademark, and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publish, adapt, modify, or create derivative works from any such content or materials.
During the course of providing the Services, confidential information may be shared with you ("Confidential Information"). By joining our Panel or participating in the Services, you acknowledge that all ideas and concepts discussed while providing the Services are considered Confidential Information. You agree that you shall not use, disclose, or reproduce the Confidential Information or discuss the Confidential Information with anyone. You further agree that you will not photograph, copy, or record any of the Confidential Information. You acknowledge and agree that any ideas, discoveries, or inventions which you develop as a result of your participation in the Services will be the property of GCI or GCI's client, as applicable.
You are responsible for maintaining the confidentiality of your account, and your participation in the Panel, and you agree to accept responsibility for all activities that occur under your account and in connection with the Services. You agree to notify us immediately in the event of any unauthorized use of your account or other breach of security. Without limiting the foregoing, you specifically agree to maintain the security of any devices (e.g., smartphones and computers) with which you access your account or any other portion of the Services.
12. SUBMITTED CONTENT
You grant GCI and GCI’s clients a perpetual, irrevocable, non-terminable, worldwide, royalty-free, and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works from, and sublicense any materials you submit or make available for inclusion in the Services. GCI will be entitled to use any content submitted by you without incurring obligations of confidentiality, attribution, or compensation to you.
You also hereby represent, warrant, and covenant that any materials you provide do not include anything (including text, images, music, or video) to which you do not have the full right to grant GCI or its clients the license specified above. You further represent, warrant, and covenant that any materials you provide will not contain libelous or otherwise unlawful, abusive, or obscene material.
13. DISCLAIMERS
THE SERVICES, AND ALL CONTENT, MERCHANDISE, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING NONINFRINGEMENT, SECURITY, OR ACCURACY.
14. INDEMNIFICATION
You agree to indemnify, hold harmless, and defend GCI, its clients, their respective affiliates, together with their respective officers, directors, employees, and agents, from any and all claims, liabilities, damages, costs, and expenses of defense, including attorneys’ fees, in any way arising from or related to your provision of the Services, your violation of this Agreement, content incorporated by you into the Services, any activity which occurs under your account (regardless of whether you authorized such activity), or your violation of any law or the rights of a third party.
15. LIMITATIONS ON LIABILITY
IN NO EVENT SHALL GCI OR ITS CLIENTS, THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION RELATED TO THE SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF YOUR PARTICIPATION IN THE PANEL OR THE SERVICES.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY OF GCI OR ITS CLIENTS, THEIR RESPECTIVE AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE LESSER OF: (A) THE AMOUNT OF COMPENSATION PAID TO YOU FOR THE SERVICES GIVING RISE TO YOUR CLAIM, OR (B) TWO HUNDRED AND FIFTY DOLLARS ($250.00).
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE.
16. OPT-OUT POLICY
At any time, Panel members may opt out of the Services, including newsletters or other communications: (i) by following the unsubscribe procedures described on the GCI website or contained in any email received from GCI; or (ii) by contacting us as provided below. GCI shall use reasonable efforts to read and respond to each email request within a reasonable period of time after receipt.
17. GOVERNING LAW/ARBITRATION
The laws of the State of Delaware (without giving effect to its conflict and choice of law principles) govern all matters arising out of or relating to this Agreement, including its interpretation, construction, performance, and enforcement.
The parties agree to exercise their best efforts to resolve by mutual agreement all disputes arising from or relating to this Agreement. If such resolution cannot be reached, the parties agree to submit all disputes to a single arbitrator for final and binding arbitration in the county of Dallas, State of Texas, applying Delaware law, and using the most economical procedures of the American Arbitration Association available in Dallas, Texas for this purpose. The prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements, in addition to any other relief to which the party may be entitled.
18. MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. The headings contained in this Agreement are for reference only and shall have no effect on the interpretation or application of this Agreement. GCI’s failure to enforce a breach by you of this Agreement shall not waive or release you from such breach and shall not waive, release, or prevent GCI from enforcing any subsequent breach by you of this Agreement.
If any term or provision of this Agreement shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such term or provision shall be deemed null and void and shall not affect the application and/or interpretation of this Agreement. The remaining terms or provisions of this Agreement shall continue in full force and effect, as if the invalid or unenforceable term or provision was not a part of this Agreement.
GCI may assign this Agreement, in whole or in part, in its sole discretion. You may not assign your rights under this Agreement without GCI's prior written consent. Any attempt by you to assign your rights under this Agreement without GCI's permission shall be void.
HOW TO CONTACT US
To contact us with any questions or concerns in connection with this Agreement or the Services, please contact us as follows:
Global Clinical Insights, LLC
7403 Centenary Avenue
Dallas, TX 75225
United States
E-Mail: terms@globalclinicalinsights.com