1. Participation. The Participant identified in the above order form (“you”, “your”) commits to actively participate in the primary research conducted by the Company.

2. Warranties and Representations. You warrant and represent that:

2.1. you have not misrepresented yourself and have identified yourself and your qualifications truthfully and accurately;

2.2. you will provide true and accurate responses while participating in the primary research; and

2.3. there is no conflict of interest that would prevent you from providing honest responses during the primary research.

3. Honorarium. You will receive the agreed honorarium for a reliable and truthful participation in the primary research into your nominated bank account (or as otherwise agreed). The honorarium will be transferred after participation is complete.

4. Confidentiality.

4.1. You undertake that you shall not at any time, during the primary research or thereafter, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Company or of any member of the group of companies to which the Company belong, except as permitted by clause 4.2. For the purposes of these terms and conditions, ‘confidential information’ includes all non-public or proprietary information disclosed to you as part of the primary research or information that you otherwise come to possess as a result of your contribution to the primary research.

4.2. You may disclose the Company’s confidential information only to the extent as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority, provided that you give the Company prior written notice of such disclosure requirement (to the extent permissible).

4.3. You shall not use any Company confidential information for any purpose other than to exercise your rights under these terms and conditions and perform your obligations under or in connection with your participation.

5. Intellectual Property.

5.1. By participating in the primary research, you understand that the Company and its affiliates may use your outputs and contributions and you grant to the Company and its affiliates, a non-exclusive, worldwide, royalty-free right to use your contributions in whole or in part. You warrant that any materials submitted by or used by you do not breach the rights of any third party.

5.2. Notwithstanding the foregoing, you retain all rights in your pre-existing materials and independent academic research. Assignment of outputs to the Company does not prevent you from publishing independent research, provided that you do not disclose the Company’s confidential information or proprietary methodologies.

6. Regulatory compliance.

6.1. You will comply with the Company’s Third Party Code of Conduct.

6.2. You must comply with your country’s code of practice, rules or guidance in making any written or spoken communications about a matter that is the subject of these terms, and you may need to declare that you have acted as a consultant to the Company.

6.3. You acknowledge and agree that the Company may be required by law or industry code (including but not limited to the U.S. Sunshine Act, Open Payments, state transparency laws, and European Federation of Pharmaceutical Industries & Associations Disclosure Code) to report any payments or transfers of value made to you, including honoraria, travel, meals, and other expenses. You agree to provide the Company with all information necessary for timely and accurate reporting, and to cooperate fully with any related requests. The Company may withhold or delay payment until all required information is provided. You further acknowledge that such information may be publicly disclosed by the Company, its clients, or governmental authorities.

6.4. You represent and warrant that your participation is not intended to, and will not, influence or reward the prescribing, purchasing, or recommending of any product or service. You agree to disclose any actual or potential conflicts of interest, including relationships with other life sciences companies. You agree to comply with all applicable professional codes of conduct, including those of your medical association and any relevant industry codes

7. Limitation of Liability. Nothing in these terms shall operate so as to exclude or limit the liability of either party to the other: (i) for death or personal injury caused as a result of its negligence; (ii) arising out of fraud or fraudulent misrepresentation; or (iii) for any other liability which cannot be excluded or limited by law. Subject to the provisions herein, the Company shall have no liability to you under these terms.

8. Data Protection.

8.1. The company will process your personal data in accordance with its privacy policy which can be found at: Global privacy notice | Norstella.

8.2. You agree not to disclose any patient-identifiable information or protected health information (PHI) in connection with your participation, unless expressly authorized in writing by the Company and in full compliance with all applicable data protection laws, including HIPAA and GDPR. Any patient data referenced must be fully de-identified in accordance with applicable law.”

9. General.

9.1. You have the right to refuse to participate in any survey to which you are invited.

9.2. These terms constitute the entire agreement between the parties relating to the subject matter and supersede all previous agreements, arrangements, undertakings or proposals (whether written or oral). The parties agree that, save as expressly set out herein, neither party has relied on a statement or representation made by the other and neither party will have any liability for any untrue statement or representation made by it (whether innocently or negligently) upon which the other party relied in entering into these terms, unless such untrue statement or representation was made fraudulently. These terms shall prevail over any inconsistent terms and conditions in any other agreement between the parties or referred to in correspondence or elsewhere and any conditions or stipulations to the contrary are hereby excluded and extinguished.

9.3. If any provision of these terms and conditions is held by any court or other competent authority to be void or unenforceable in whole or in part the same shall be deemed omitted from these terms and the validity and/or enforceability of the remaining provisions of these terms shall not in any way be affected or impaired thereby.

9.4. A person who is not party to these terms shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

9.5. These terms, together with their subject matter and formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with English law and the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms.