MDLinx will do business with our clients under these terms and conditions. We are not bound by conditions printed or appearing on market research order confirmation forms/insertion orders (IOs) or instructions by clients that conflict with these terms and conditions without our written consent. Sample Delivery Process: MDLinx will direct appropriate potential survey healthcare professionals (each individually a "potential respondent" and together the "potential respondent" or "sample") to surveys programmed and hosted on the client's computer systems and servers or on the computer systems and servers maintained by others but under the client's control, (the "sample services"). MDLinx's obligation to direct sample to client surveys is subject to MDLinx's determination that it has sufficient an appropriate sample and that it can meet the delivery level and other terms established by the client. A "complete" is the name used in the following to refer to a survey in which all questions have been answered, regardless of the answers given, and in which the respondent has not been screened out in the preliminary stages. The following conditions shall apply during the conducting of any survey using MDLinx services:

1. MDLinx's Commitment to Service:
   Upon MDLinx receiving a signed market research order confirmation form/insertion order (IO), MDLinx will use all means available to secure the pre-agreed sample size using the methodology described above. In the unlikely event of MDLinx being unable to provide sufficient questionnaire healthcare professionals, the client will be charged for only the number of interviews actually completed. MDLinx does not accept any liability in the event of the recruitment of insufficient participants.

2. Survey Quality:
   Prior to the delivery of any potential healthcare professionals, MDLinx has the right to review and approve each survey for which it will supply a sample, although MDLinx takes no responsibility for the legality, quality, and/or contents of the survey. MDLinx reserves the right to reject any survey on the grounds that it is too long or complex; contains profane, obscene, hateful, discriminatory, or otherwise objectionable material; violates MDLinx's privacy policy; or otherwise fails to meet the guidelines, rules, or regulations published by MDLinx periodically on its Web site. Surveys may be undertaken only for market research purposes.

3. Honoraria Program:
   MDLinx alone will determine the size, nature, and means of payment of all survey honoraria.

4. Panelist Qualification:
   At the start of each project, the client and MDLinx will determine the exact profile of the healthcare professionals eligible for participation in a survey. When MDLinx directs potential healthcare professionals to a client's surveys, it will mask their e-mail addresses and provide unique respondent identification numbers instead. Pre-screening surveys conducted by the client will qualify each potential respondent within the first five (5) questions. If a healthcare professional's profile is inappropriate, and s/he is screened out, s/he will be immediately routed back to a URL designated by MDLinx. All healthcare professionals who complete the client survey must, at the conclusion of the survey, be routed back to a URL designated by MDLinx.

5. Computer Capability:
   The client shall disclose the technical and performance specifications of its software and computer systems (including the software and computer systems of others involved in conducting the surveys) so that MDLinx may determine their capacity and capability. The client will maintain "up time" of its systems ninety-nine percent (99%) of all times when MDLinx is directing potential healthcare professionals to the client. MDLinx reserves the right to limit the number of potential healthcare professionals sent to the client based on an assessment of the capacity of the client's software and computer systems. If the client experiences any "down time" or technical difficulties that result in its systems not being able to accept potential healthcare professionals, collect data, allow potential healthcare professionals to complete surveys, or in any other way prevent potential healthcare professionals from accessing and completing surveys, it shall notify MDLinx immediately so that MDLinx may cease directing sample to the client. In any case in which the client fails to notify MDLinx of any technical difficulty within fifteen (15) minutes of its occurrence, the client will be liable for the cost of sample for the entire duration of the technical difficulty as if eighty percent (80%) of the potential healthcare professionals who visited the client's site for the duration of the technical difficulty had completed and qualified for the survey to which they were directed. If the assumed incidence of potential healthcare professionals for any survey affected by a technical difficulty is greater than eighty percent (80%), then MDLinx will charge the client for samples delivered at the higher percentage.

6. Change Fee:
   There will be a $150 change fee charged for every change required by the client if the client requires changes to a survey or sampling program after the survey has already been checked by MDLinx, or after the sample has already been created according to the original specifications.

7. On-Hold Charge:
   A $350 hold charge will be applied if sample deployment is placed on hold by the client for more than three (3) working days once a sample selection has been executed and/or a questionnaire has been checked.

8. Cancellation Fee:
   There will be a $1000 cancellation fee if a sample selection has been executed and/or a URL has been checked and the sample deployment is delayed for ten (10) working days or cancelled entirely; this charge is necessary to cover labor costs and for the restoration of files, which are automatically archived after ten (10) working days.

9. Minimum fee:
   MDLinx will accept no project valued less than $2,500. If a project's volume is below such a minimum fee, MDLinx will charge $1,500 as a minimum fee for the project

10. Real-Time Reporting:
    The client shall maintain a system of "real time reporting" that will allow MDLinx staff access to the client's computer systems via the World Wide Web (or such other method as the parties may agree upon) so that, for each of the client's surveys, MDLinx can determine: (a) the number of potential healthcare professionals directed to each survey, (b) the number of potential healthcare professionals who have completed each survey, (c) the number of potential healthcare professionals who have taken each survey and whose profiles qualify their responses as acceptable. Should the client's real-time reporting experience any down time or technical difficulties while MDLinx is delivering sample to a client survey that results in MDLinx being unable to access the information, then MDLinx shall have the following options: (a) to discontinue the delivery of potential healthcare professionals to any or all of the client's surveys, or (b) to continue to deliver potential healthcare professionals to the client surveys and charge the client as if eighty percent (80%) of the potential healthcare professionals directed to the client surveys during the duration of the technical difficulty had completed and qualified for the survey to which they were directed. If the assumed incidence of potential healthcare professionals for any survey is greater than eighty percent (80%), then MDLinx will charge the client for samples delivered at the higher percentage.

11. Over-Recruitment:
    In case of over-recruitment, the client shall pay for only the number of completes originally ordered. In case the client is the only party able to stop the survey upon completion of the desired number of completes, the client shall immediately stop the survey and pay the total number of completes up until the moment of final closure of the survey. The client is responsible for full payment of all completes.

12. Operating Hours:
    Unless otherwise agreed, MDLinx will not start a survey after 6:00 p.m. (local time for the project manager responsible) so as to avoid over-recruitment outside of office hours and to be able to control the survey and to do panel support.

13. Drop-Outs:
    

    1. A "drop-out" is a participant who is still eligible after the screening questions who does not complete the survey.
    2. If more than ten percent (10%) of eligible participants break off before the end of the survey, it is to be assumed that there either has been a technical problem on the client's side or that the questionnaire is overly complex or incomprehensible.
    3. In the case of a drop-out rate that exceeds ten percent (10%) the client shall pay fifty (50%) of the price of a complete participant for all drop-outs after the first ten percent (10%).

14. Communication of IDs:
    The client must communicate all participant IDs and their respective questionnaire completion status (complete, excluded during pre-screening, or incomplete) to MDLinx within one week of project closure. If the client fails to communicate the questionnaire completion status within one week, MDLinx will pay honoraria to all invited healthcare professionals and charge the client accordingly.

15. Questionnaire Responses:
    MDLinx is not liable for unsuitable responses generated by questions posed by the client. Furthermore, MDLinx is not responsible for the appropriateness or usefulness of the data material gathered.

16. Anonymity:
    The client will not collect or attempt to collect any personally identifiable information from any potential healthcare professional directed to its sites and surveys by MDLinx. Personally identifiable information includes any information that would allow the client to identify a potential respondent at any time in the future, including, but not limited to, name, address, and e-mail address. Except as agreed by MDLinx in connection with the delivery of honoraria payments to healthcare professionals and with respect to "session cookies", the client will not append cookies or other electronic tags to the browser of any potential respondent. The client shall abide by all guidelines for online marketing research as published and periodically amended by AMA, MRA, CASRO, CMOR, and ESOMAR.

17. No Recruitment:
    The client shall take no action to recruit any potential respondent into any online or offline panel, community, or group; or take any action that would allow the client to contact, or allow any other party to contact, any potential respondent; or recruit him/her for any other market research activities at any time in the future. Should any such action be taken, a charge shall be levied equal either to five (5) times the price per participant for the project or $10,000, whichever is higher.

18. Help Requests:
    All help requests initiated by potential healthcare professionals must be directed to the appropriate survey support e-mail address at MDLinx (the correct e-mail address will be communicated at the start of the project). MDLinx will give the client prompt notice of the help requests, along with the nature of the service issues. The client will designate a help resource to work with MDLinx staff to address the service issues raised by these help requests. The client will work diligently to address all help requests, and MDLinx reserves the right to stop delivering potential healthcare professionals to any and/or all of the client's surveys until the issues that gave rise to the help requests have been resolved to MDLinx's satisfaction.

19. Privacy Policy:
    During the term of this agreement, the client shall develop and maintain a privacy policy and comply with its terms and the provisions of the Children's Online Privacy Protection Act and all other applicable privacy laws, rules, and regulations of the United States of America.

20. Research Briefing:
    All information provided to MDLinx by the client, either during the research briefing or during the research process, is strictly confidential, and MDLinx is obliged to preserve the secrecy of the information. This obligation to preserve the secrecy of the information also applies in the event that MDLinx has received information from the client without subsequently being issued with an assignment.

21. Confidentiality:
    

    1. Each of the parties agrees not to disclose confidential information of which it may be aware except to its employees and officers whose responsibilities are closely linked to the performance of the agreement and to whom such information is absolutely necessary in connection with the performance of their employment agreement.
    2. Each of the parties agrees that none of its officers, employees, and/or any representatives shall disclose, for any reason whatsoever, the confidential information to the public. This clause shall survive expiry or termination of this agreement.

22. Research Proposals and Quotations:
    All research proposals and quotations submitted by MDLinx are free of obligation. A project assignment shall be considered as having been accepted once the client returns the signed market research order confirmation form/insertion order (IO) included with this document, or once research activities have commenced with the client's knowledge after an agreement has been reached.

23. Liability:
    

    1. Both parties shall carry out the assignment to the best of their knowledge and ability. MDLinx shall be liable for any shortcomings in the execution of the assignment to the extent that these shortcomings are due to failure on the part of MDLinx to exercise the necessary care and expertise that could normally be expected in the performance of such an assignment.
    2. MDLinx's liability shall in any case be limited to the sum quoted for the project in question.
    3. Any claims by the client are to be made within two (2) weeks from the date on which the damage was discovered but no later than one (1) month after the end of field time. By failing to bring forward a claim within the above period, the client forfeits the right to compensation.
    4. The client is responsible for ensuring that the content of the survey goes neither against the current law of the United States of America nor of the countries in which the survey is carried out. In particular, surveys may not contain the following: Any libelous or threatening content, or any which glorifies violence. Any obscene, discriminatory, or pornographic content. Software or pictures of other materials that infringe upon the rights of a trademark or copyright-holding third party. Computer viruses or other programs that damage or interfere with the operation of other people's computers. Chain letters, publicity, or any material aimed at promoting sales. Questions concerning illegal products, substances, or acts, or violations of fair trade rules.
    5. The client agrees to indemnify MDLinx from all possible third-party claims that arise from illegal actions taken by the client. The client engages to compensate MDLinx for all damages and reasonable expenses caused to MDLinx by a third party due to such claims.

24. In-House/Office Usage Testing:
    

    1. In-house/office usage testing is taken to mean a survey for which a product is sent to healthcare professionals at their home/office address for a product testing on which their subsequent survey responses will be based.
    2. The client accepts unlimited responsibility for the products sent out by either party. The client ensures that each product sent out goes neither against the current law of the United States of America nor of the countries in which the survey is carried out nor to which the products are sent. The client ensures furthermore that the product is not harmful to the healthcare professionals in any other way.
    3. MDLinx reserves the right to refuse an in-house/office usage test for reasons of safety, legality, or other reasonable considerations that MDLinx becomes aware of after beginning a survey.
    4. The client agrees to indemnify MDLinx from all possible third-party claims that arise from an in-house/office usage testing that breaches these terms. The client engages to compensate MDLinx for all damages and reasonable expenses caused to MDLinx by a third party due to such claims.

25. Delivery Dates and Planning:
    Agreed delivery dates for MDLinx shall not be binding in the event of a delay caused by unforeseen circumstances that involve interim changes in the assignment or factors beyond MDLinx's control that may affect the fieldwork or the technical completion of the fieldwork. In the event that MDLinx anticipates a delay, MDLinx shall notify the client to this effect immediately.

26. Conditions of Payment:
    Market research projects valued at a total cost of $5000 or less must be paid in advance of a project's commencement. For all projects greater than $5000, unless otherwise agreed or stated in law, payment shall be due upon receipt of the invoice. All outstanding balances will receive a 1.5% late fee, every thirty (30) days. MDLinx reserves the right to collect from either clients or their market research agencies such monies as are due and payable, including all costs of collection and attorneys' fees.

27. General:
    

    1. Any deviation from these general terms and conditions is to be agreed in writing and only applies to the assignment to which it explicitly refers. Any general terms and conditions by the client shall not apply unless the parties have agreed in writing that (parts of) said terms and conditions are applicable in addition to these general terms and conditions.
    2. Any provision of this agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

28. Jurisdiction:
    This agreement shall be governed by and construed in accordance with the laws of the District of Columbia.