Clinical Trial and Research Study Services
Terms and Conditions
Parties desiring to enter into an agreement ("Agreement") with the National Psoriasis Foundation ("NPF") for clinical trial and research study services (the "Services") are required, as a condition to NPF entering into an Agreement with Customer to provide the Services, to agree to all of the following terms and conditions. By clicking on the Terms and Conditions box, the Customer listed on the Clinical Trial and Research Study Services Application ("Customer") hereby acknowledges that it has read, accepts and agrees to all of the following terms and conditions as part of the Agreement with NPF:
- Prior to NPF providing any of the Services, Customer must complete in full and submit to NPF the Clinical Trial and Research Study Services Application (the "Application") and pay in full all fees required for the Services. NPF reserves the right to refuse, as determined in its sole discretion, to enter into an Agreement with Customer to provide the Services, and submitting to NPF a completed Application and/or all fees for the Services creates no guarantee that NPF will enter into an Agreement with Customer to provide the Services.
- Customer acknowledges and agrees that NPF makes no guarantee that the Services will result in any members enrolling or participating in Customer's clinical trial(s), research study(ies), survey(s) or study listing(s), as the case may be.
- Content for any listing and a direct link to Customer's website must be provided by Customer. Customer is solely responsible for the accuracy and completeness of all content for any listing and the direct link to Customer's website provided to NPF. Content for any listing must use NPF's template and NPF must review and approve the content before including it in any NPF e-newsletter. In seeking NPF's review and approval of content for any listing, Customer must adhere to NPF's submission dates, guidelines and procedures for review and approval.
- Prior to NPF providing Services in connection with any clinical trial or research study, Customer must submit to NPF a copy of the Institutional Review Board ("IRB") approval or exemption to IRB approval for such clinical trial or research study.
- NPF reserves the right to refuse to enter into an Agreement to provide Services for any clinical trial, research study, survey or study listing that it deems inappropriate for its member constituency.
- Customer hereby agrees that it will not use in any way the name, service marks, trademarks, logos or any other intellectual property of NPF in connection with Customer's clinical trial(s), research study(ies), survey(s) or study listing(s), as the case may be, including, but not limited to, in any press release, public announcement, advertisement, marketing materials, or promotion of any product or service. The obligations of this paragraph will survive the expiration or other termination of the Agreement between Customer and NPF for provision of the Services.
- Customer hereby agrees to indemnify, defend (with legal counsel acceptable to NPF), and hold harmless NPF and NPF's officers, directors, employees, volunteers, agents, contractors, successors and assigns from, for and against any and all claims, demands, causes, causes of actions, suits, liabilities, obligations, costs and expenses (including reasonable attorney fees) arising out of or relating in any way to the any activities carried on by Customer or its employees, agents or contractors or which any of them are involved including, but not limited to, any injury to or death of any person in connection with any clinical trial, research study or product sampling to which the Services relate. The obligations of this paragraph will survive the expiration or other termination of the Agreement between Customer and NPF for provision of the Services.
- Customer understands and agrees that NPF makes no warranty, express or implied, with respect to the Services including, but not limited to, any warranty of satisfactory quality, merchantability, noninfringement or fitness for a particular purpose. In no event will NPF by liable for any consequential, special or punitive damages, including without limitation, lost profits, as a result of any breach or default under the Agreement between Customer and NPF for provision of the Services. In no event will NPF's liability for breach or default under or related to the Agreement between Customer and NPF for provision of the Services exceed the amount paid by Customer to NPF for the Services. This paragraph will survive the expiration or other termination of the Agreement between Customer and NPF for provision of the Services.
- Customer hereby agrees not to disclose to any third party any of the terms or conditions of the Agreement between Customer and NPF for provision of the Services.
- The Agreement is binding on and inures to the benefit of the parties and their respective heirs, personal representatives, successors and assigns. Time is of the essence with respect to all dates and time periods set forth or referred to in the Agreement. Any provision or condition of the Agreement may be waived at any time, in writing, by the party entitled to the benefit of such provision or condition. Waiver of any breach of any provision will not be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision. The Agreement will be governed by and construed in accordance with the laws of the state of Oregon, without regard to conflict-of-laws principles. If any arbitration, suit, or action, including any proceeding brought under the United States Bankruptcy Code, is instituted to interpret or enforce the provisions of the Agreement, to rescind the Agreement, or otherwise with respect to the subject matter of the Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and, if any appeal is taken from such decision, reasonable attorney fees as determined on appeal. Any action or proceeding seeking to enforce any provision of the Agreement or based on any right arising out of the Agreement must be brought against any of the parties in Washington County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and Customer hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue. If any provision of the Agreement is deemed to be invalid or unenforceable in any respect for any reason, the validity and enforceability of such provision in any other respect and of the remaining provisions of the Agreement will not be impaired in any way. The Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of the Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter. Nothing in the Agreement, express or implied, confers any right, remedy, or claim of any nature whatsoever on any person other than Customer and NPF.