1.1 "CRO" means a contract research organization retained by the Sponsor to provide services in connection with a Trial.

1.2 "IQVIA," "We," "Us" or "Our" means IQVIA, a Delaware corporation, with its principal place of business at 2400 Ellis Road, Durham, NC 27703, U.S.A and its affiliates.

1.3 "Field of Use" means communicating with, collaborating with, or otherwise exchanging Trial-related information (including without limitation documents) with any Stakeholder.

1.4 "Objectionable Matter" means any material that is illegal, tortious, misleading, defamatory, indecent or obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, or otherwise objectionable.

1.5 "Our Confidential Information" means all confidential and proprietary information that We disclose to You, whether orally, in writing, or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

1.6 "Our Intellectual Property" means the Service, Our Confidential Information, and any improvements to any of the foregoing (including without limitation any improvements suggested by You or by Your usage of the Service), as well as any other discovery, design, development, improvement, modification, process, algorithm, software, documentation, formula, data, technique, know-how or other invention, innovation or work of authorship, or any interest therein (whether or not patentable or registrable under copyright or similar statutes or subject to analogous protection) discovered, conceived of, reduced to practice, authored or otherwise developed by Us or Our agents.

1.7 "Service" means an IQVIA online service, functionality and related services and documentation.

1.8 "Sponsor" means the entity sponsoring the Trial.

1.9 "Stakeholder" means You, the Sponsor, the CRO, and any other persons or entities to whom the Sponsor (either directly or through Us) makes the Service available for the purposes of participating in the Trial.

1.10 "Trial" means the clinical trial or trials in connection with which You have been provided access to the Service.

1.11 "You" or "Your" means either (i) you as an individual, if you are using the Service in your individual capacity and not as an employee or agent of a company or other legal entity or (ii) the company or other legal entity for which you are accepting this Agreement and affiliates of that company or entity.

1.12 "Your Data" means any data, information or materials that You generate, store, transmit or otherwise process using the Service.

2.1 Right to Use. Subject to the terms and conditions of this Agreement, We hereby grant You permission to use the Service solely within the Field of Use for the term of this Agreement. The permission to use the Service includes a non-exclusive, non-transferable, non-sublicensable right and license to access the Service via the Internet using a web browser in accordance with this Section 2 solely within the Field of Use for the term of this Agreement.

2.2 Restrictions. You may not use the Service for any purpose other than as expressly authorized by this Agreement. In particular, but without limitation (except as expressly authorized by this Agreement) You will not: (a) sell, license, distribute or otherwise transfer or make the Service available to, or use the Service on behalf of, any third party; (b) make the Service available to any of Your agents or affiliates; (c) allow access to the Service by anyone who is not expressly authorized by this Agreement; (d) use the Service to transmit, process or store any Objectionable Matter; (e) interfere with or disrupt the integrity or performance of the Service; (f) attempt to access the Service in any manner other than the web browser (or other interface) specified by Us; (g) copy, frame or mirror any features or functionality of the Service; (h) attempt in any way to duplicate, modify, adapt, translate, decompile, reverse engineer or prepare derivative works of the Service or any portion or component thereof; (i) use any Service to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; or (j) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein. We reserve the right, on behalf of ourselves and the Sponsor, to remove any of Your Data that constitutes Objectionable Matter, but We are not obligated to do so.

2.3 Passwords and Access. You are responsible for all activities that occur under Your accounts or using your usernames or passwords. You are responsible for maintaining the security and confidentiality of Your usernames and passwords. You will notify Us immediately of any unauthorized use of any Service username or password or account or any other known or suspected breach of security.

2.4 Reservation of Rights. Nothing in this Agreement will be deemed to grant You, either directly or by implication, estoppel, or otherwise, any license or rights other than those expressly granted in Section 2.1 of this Agreement. By virtue of this Agreement, You acquire only the right to use the Service and You do not acquire any other rights or ownership interests. We retain all right, title, and interest in and to Our Intellectual Property. Other than as expressly set forth in this Agreement, no license or other rights in or to Our Intellectual Property are granted to You, and all such licenses and rights are hereby expressly reserved.

3.1 License. As between Us and You, You retain all right, title and interest in and to Your Data. You hereby grant Us a non-exclusive right and license to use, copy, store, process, transmit and display Your Data to the extent reasonably necessary to provide and maintain the Service. You hereby grant each Stakeholder a non-exclusive, non-transferable, non-sublicensable right and license to use Your Data for purposes related to the Trial, subject to any agreement between a Stakeholder and Us.

3.2 Provenance. You represent, warrant, and covenant that You are the owner or licensee of all of Your Data and that Our use of Your Data in accordance with this Agreement will not violate any right of privacy, personal or proprietary right, or other common law or statutory right of any third party. Without limiting the generality of the foregoing, You expressly covenant that in no event will You provide to Us, or use the Service to store, process or generate, any of Your Data that constitutes protected health information, as that term is defined by 45 C.F.R. 164.501 ("PHI") or that constitutes sensitive personal data under any applicable law. You will defend, indemnify, and hold Us and Our officers, directors, and employees harmless from and against any losses, claims, demands, costs, damages, liabilities, judgments, fines, fees, and expenses (including attorney fees and court costs) relating to (i) any claims, suits or proceedings arising out of or in connection with Our use of Your Data in accordance with this Agreement and (ii) any third party subpoena or compulsory legal order or process that seeks Your Data. In case of such subpoena or compulsory legal order or process, You also agree to pay Us for Our staff time in responding to such third party subpoena or compulsory legal order or process at Our then applicable hourly rates.

3.3 Transfer. As a company providing services internationally, We may receive and transfer information all over the world. Consequently, Your Data may include your personal information which may be used, stored and processed outside of the country where you entered that information. Wherever We are required to transfer Your personal information, regardless of where this occurs, we have taken reasonable steps to ensure that your information is treated securely. Please note that Your submission of information or use of the Service will be deemed by Us to signify explicit consent on Your part to such transfer of information to any part of the world.

4.1 Confidential Information. Our Intellectual Property and the terms and conditions of this Agreement are deemed part of Our Confidential Information. Our Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Us; (ii) was known to You prior to its disclosure by Us without breach of any obligation owed to Us; (iii) was independently developed by You without breach of any obligation owed to Us; or (iv) is received from a third party without breach of any obligation owed to Us.

4.2 Confidentiality. You will not disclose any of Our Confidential Information, or use Our Confidential Information for any purpose outside the scope of this Agreement.

4.3 Protection. You will protect the confidentiality of Our Confidential Information in at least the same manner that You protect the confidentiality of Your own proprietary and confidential information of like kind, but in no event will You exercise less than reasonable care in protecting Our Confidential Information.

4.4 Compelled Disclosure. If You are compelled by law or court order to disclose Our Confidential Information, You will provide Us with prior notice of such compelled disclosure (to the extent legally permitted) prior to disclosing any of Our Confidential Information and provide reasonable assistance, at no cost to Us, if We wish to contest the disclosure.

4.5 General. You shall return or destroy all of Our Confidential Information when it is no longer needed or at the termination of this Agreement, whichever comes first. We may request that You or Your authorized representative certify in writing that You have returned and/or destroyed all of Our Confidential Information and that no copies of Our Confidential Information and materials have been retained in breach of this Agreement. Your obligations under this Section 4 will continue for a period of seven (7) years after termination of this Agreement.

5.1 Service "As Is" and "As Available." ALL SERVICES (INCLUDING ANY SOFTWARE WHICH IS A PART OF SUCH SERVICES) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED, STATUTORY, ORAL OR WRITTEN), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INFORMATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT WE KNOW OR HAVE REASON TO KNOW OF SUCH PURPOSE), WHETHER ARISING BY LAW, CUSTOM, USAGE IN THE TRADE OR BY COURSE OF DEALING. WE SPECIFICALLY DISCLAIM ANY WARRANTY THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. IN ADDITION, WE EXPRESSLY DISCLAIM ANY WARRANTIES TO ANY PERSON.

5.2 Third Party Services. The Service may include gateways, links or other functionality that allows You to access third party services ("Third Party Services") and/or third party software, content and materials ("Third Party Materials"). We do not supply and are not responsible for any Third Party Services or Third Party Materials, which may be subject to their own licenses, end-user agreements, privacy and security policies, and/or terms of use. WE MAKE NO WARRANTY AS TO THIRD PARTY SERVICES OR THIRD PARTY MATERIALS.

6.1 Limitation of Liability. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT OF $1,000.

6.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL WE HAVE ANY LIABILITY FOR ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

6.3 General. The limitations contained in this Section 6 will survive the termination of this Agreement and apply notwithstanding any failure of essential purpose or any invalidity of the limited remedies provided for in this Agreement.

7.1 Term. This Agreement will be effective for the duration of the Trial, unless earlier terminated in accordance with this Agreement.

7.2 Termination for Cause. Either party may terminate this Agreement for cause (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period or if such breach cannot reasonably be cured within such thirty (30) day period, if reasonable steps have not been taken to cure such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

7.3 Termination by Sponsor or Us. Either We or Sponsor may terminate this Agreement, with or without cause, by providing You with at least five (5) days written notice of such termination. This Agreement shall terminate immediately upon the termination of any agreement with a Sponsor, CRO, or any other Stakeholder through which You obtain access to the Service.

7.4 Effect of Termination. Termination of this Agreement will not limit either party from pursuing any other remedies available to it, including injunctive relief, nor will such termination relieve Your obligation to pay all fees that accrued prior to such termination. Neither party will be liable to the other party for any costs or damages of any kind, including incidental or consequential damages, or for indemnification, solely on account of the lawful termination of this Agreement, even if informed of the possibility of such damages.

7.5 Surviving Provisions. The following provisions will survive the termination or expiration of this Agreement for any reason: Sections 4, 6, 7.4 and 8.

8.1 Compliance with Laws. You will comply with all applicable laws, regulations, rules, orders and other requirements, now or hereafter in effect, of any applicable governmental authority, in connection with this Agreement, including without limitation, compliance with laws involving private data and all export control laws and regulations of the United States. You will, at Your sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to the conduct of Your activities hereunder.

8.2 Self Help. We reserve the right to use technical means to verify that Your use of the Service complies with the terms of this Agreement and to suspend or terminate any unauthorized use of the Service.

8.3 No Agency etc. No joint venture, partnership, employment, or agency relationship exists between Us and You as a result of this Agreement or use of the Service.

8.4 No Benefit to Others. This Agreement is for the sole benefit of its parties and their respective successors and permitted assigns. There are no third party beneficiaries under this Agreement.

8.5 Waiver and Cumulative Remedies. No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agreement, will be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing. The failure of either party to require the performance of any term of this Agreement or the waiver of either party of any breach under this Agreement will not operate or be construed as a waiver of any other provision hereof, nor will it be construed as a waiver of any subsequent breach by the other party hereto. The remedies herein reserved will be cumulative and in addition to any other remedies in law or equity.

8.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

8.7 Assignment. This Agreement will inure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns. You may not assign this Agreement without Our written consent. We may assign any of Our rights or delegate any of Our duties under this Agreement to any person or entity. Any attempted assignment or transfer in violation of this Section 8.7 will be null, void, and without effect.

8.8 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States of America, including all matters of construction, validity, performance and enforcement, without giving effect to its conflicts of laws provisions. Application of the U.N. Convention on Contracts for the International Sale of Goods is expressly excluded. The sole and exclusive jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in the Commonwealth of Pennsylvania, United States of America, and both parties consent to the exclusive jurisdiction of such courts with respect to any such action.

8.9 Equitable Relief. The covenants of each party in Sections 2.2, 3 and 4 hereof are of a special and unique character, and each party acknowledges that money damages alone may not reasonably or adequately compensate the other party for any breach of such covenants. Therefore, the parties expressly agree that in the event of the breach or threatened breach of any such covenants, in addition to other rights or remedies which the non-breaching party may have, at law, in equity, or otherwise, such party will be entitled to injunctive or other equitable relief compelling specific performance of, and other compliance with, the terms of such Sections.

8.10 Force Majeure. Neither party will be liable for any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, war, riot, civil disturbance, acts of any civil or military authority, judicial action, terrorist act, fire, flood, earthquake, strike, delays in transportation, unavailability or shortages of labor, materials or equipment, failure or delays in delivery of vendors and suppliers, interruption or failure of telecommunication or digital transmission links, Internet disruptions, common carrier interruptions, breakdown in facilities, power failure or other accidents or unforeseen circumstances. The obligations and rights of the party so excused will be extended on a day to day basis for the period of time equal to that of the underlying cause of the delay.

8.11 Entire Agreement. This Agreement constitutes the entire agreement between Us and You as to its subject matter, and supersedes all previous and contemporaneous agreements, proposals or representations, written or oral, concerning the subject matter of this Agreement. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted; provided, however, that We may, without notice to You, make changes to this Agreement from time to time. Where the changes are significant, we may also choose to email all our registered users with the new terms of use. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase orders or in any other of Your order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.