Efforia Services 

1. Platform and Products/Services Listing. After the proper completion of the process of the onboarding of the Partner at the Platform (“Onboarding”), Efforia provides the Partner with a diverse set of services specified herein to enhance the Partner’s presence on Efforia’s digital platform, available via the link https://app.efforia.com/ (“Platform”), including 

• the ability to list the added Partner’s product or service (-s) on the Platform; and 
• to design and launch the protocols to collect outcome data by the Partner as the Author in which Partner products are included in the particular protocols that the end-user (-s) (each separately, – “Participant”) join and receive the product; and 
• to make products available to other authors on the Platform who want to include Products in their own Protocols, to which the Participants join and receive products. 

2. Product Types. For the purposes of the Agreement, the term “Product” shall mean and include one, a few, or all of the following: (i) any tangible product (including, medical or any other devices, pharmaceuticals, etc.) listed on the Platform; (ii) any healthcare, cosmetic, recreational, or any other services listed on the Platform.

3. Protocols Launching. To facilitate the application of the Partner’s Product (-s) listed by the Partner on the Platform within a research context with the further enhancing their credibility and utility, Efforia provides the authorized users of the Platform, defined by Efforia (collectively – “Authors”), with the ability to create the research protocol (-s) (“Protocol”) that include the Products of the providers listed on the Platform. The Partner is entitled to act as the Author, creating the Protocol (-s) that may include both the Partner’s Products and Products added or by the other providers of the Platform. The inclusion of the Products added by the other providers of the Platform shall be available for the Partner, as the Author, only subject to the approval (-s) of such inclusion by such providers.

4. Customer Support. Efforia shall provide the Participant (-s) joined to Protocols, that include the Partner’s Product (-s) and involved in the research study under industry standard human subjects ethics practices, with first-tier customer support (initial line of support) (“Customer Support”). 

Efforia will closely coordinate with the Partner’s support team to ensure a seamless handoff when necessary. The Partner shall maintain an arms-length customer relationship with the mentioned Participant (-s) and duly assist Efforia during, within, and for the purposes of the mentioned customer support. The Partner shall provide Efforia with the information requested by Efforia for the Customer Support (“Support Information”), and any information specified as the Support Information herein, as soon as possible but not later than three (3) calendar days from the request. 

To the extent dependent on Efforia, Efforia shall ensure that the stated Participant (-s) will have a positive experience with the mentioned Partner’s Products. Once the Participant (-s) has completed the study, they are free to engage with the Partner’s Products as they wish. The Parties may specify the particular terms the customers support in the schedule to the Agreement.

5. Participant Results. Efforia believes in empowering the Participants with their own data, and, therefore, the result and findings of the study (-ies) under the Protocols either launched by the Partner as the Author or that include the Partner’s Products listed on the Platform shall be available on the Participant-by-Participant basis. Efforia shall provide each such Participant with the ability to review their own data and share it as they hit data collection milestones in the mentioned study. The Partner, as an Author, shall have the right to use the results of the collected data in aggregate to communicate findings. The Partner may also use individual data but only and strictly subject to the explicit permission from all Participant (-s) in question.

6. Analysis for Partner. Under the terms agreed upon by the Parties, Efforia may provide the Partner with the traditional analysis and findings, that involve a detailed examination of the collected data, identifying patterns, interpreting the results, and crafting a comprehensive report of that. Each case of this service is available for the Partner for a one-time fee in the amount the Parties agreed upon.

Onboarding to Platform 

7. Onboarding Terms. The Onboarding shall include (i) the creation of the Partner’s own brand account on the Platform (“Account”); and (ii) the successful completion of the Required Procedures by the Partner.

8. Account Creation. The Partner shall create the Account using the functionality of the Platform. At the Partner’s request, Efforia shall operationally support the Partner in the creation of the Account. 

9. Account Use Terms. After the Account creation, the Partner (i) is solely responsible for the safekeeping and security of its Account credentials; and (ii) must not transfer or assign its Account to any third party without the prior written consent of Efforia on that matter; and (iii) shall bear the responsibility or any and all uses of the Partner’s Account subject to the Account login-in by the Partner’s credentials, including by the Partner’s Authorized Person; and (iv) is solely responsible for ensuring that the use of the Platform and Account does not contravene the laws, rules, or regulations applicable to the Partner; and (v) is solely responsible for the continuous compliance with the then-current terms of use (or equivalences) of the Platform published on the Platform; and (vi) shall immediately notify Efforia if the Partner knows or has reasonable reasons to suspect that the unauthorized person has gained access to the Partner’s Account; and (vii) shall not delete its Account for the entire duration of the Agreement unless the Parties have agreed otherwise in writing.

10. Required Procedures. The Partner acknowledges that Efforia or its authorized service providers are entitled to request some information from the Partner to comply with the applicable laws, regulations, or internal policies. 

During the Account creation and furtherly during the validity of the Agreement, at the request of Efforia or its authorized service providers, the Partner must comply with verification, Know your customer (KYC) identity verification to prevent illegal activities and anti-money laundering monitoring (AML) , or any other required procedure (collectively – “Required Procedures”), including by providing the requestor with the requested information. 

By the execution of the Agreement, the Partner provides Efforia and its authorized service providers with exhaustive rights and permissions to keep a record of the received information and documents. 

If so specified by Efforia, the completion of the Required Procedures is a requirement to start or continue using the Platform by the Partner. The failure to comply with the procedures’ requirements (including, untimely or incomplete provision of requested information or documents) leads to the unavailability to use the Platform for the Partner.

Platform License

11. Platform License Subject. Subject to the completion of the Onboarding and the Partner’s compliance with the terms and conditions of the Agreement, Efforia grants the Partner a limited, temporary, non-exclusive, non-sublicensable, revocable, non-transferable, and worldwide license (“Platform License”) to access and use the Platform and the content published on the Platform (“Content”), in accordance with the provision of the Agreement and the Platform’s functionality.

12. Updates. During the term of the validity of the Agreement, Efforia may provide the Partner with upgrades, modifications, updates, or additions (collectively – “Updates”) to the Platform, and such Updates shall also fall under the terms of the Platform License provided herein unless a separate license accompanies them.

13. Use Limitations. Under the Platform License, the Partner’s right to use the Platform shall mean and include (i) the listing and displaying of the Products added by the Partner on the Platform and (ii) the inclusion of the Products added by the Partner into the research protocol (-s) (“Protocol”) by the Author and (iii) the receiving the consideration under the terms provided herein and (iv) the using the other functionality of the Platform then-currently available for the Partner via its Account.

14. Platform License Term. The Platform License is limited to the term of validity of the Agreement.

15. Non-Exclusivity. The Partner is duly informed and acknowledges that Efforia retains all rights to license the right to use the Platform to any third parties under the terms specified at Efforia’s sole discretion, regardless of the validity of the Agreement.

16. Non-Sublicensing. The Partner does not get, obtain, or receive any rights, titles, or authorizations to sub-license (through any tiers) for any third party the right to use the Platform in any manner. The Partner is entitled to involve their authorized employees or consultants (collectively, – “Authorized Persons”) in using the Platform, and such involvement shall not be deemed sublicensing, subject to further simultaneous compliance with all the following conditions: (i) the Partner guarantees full compliance of the use of the Platform by such Authorized Persons with the terms of the Agreement; and (ii) the Partner bears all responsibility for any violations committed by such Authorized Persons related to the use of the Platform or the terms of the Agreement.

17. Revocability. Efforia is entitled to revoke the Platform License provided under the Agreement by the termination of the Agreement. The Platform License may be suspended in the cases provided herein.

18. Non-Transferability. The Partner is not entitled, has no rights or authorization, and is prohibited from the assignment or delegation of the Platform License provided under the Agreement, in whole or in a particular part, to any third person without Efforia’s prior written consent on that matter. Any assignment or delegation in violation of the foregoing shall be deemed null and void.

19. Worldwide License. Subject to the Partner’s compliance with the terms and conditions of the Agreement, the right of the use of the Platform is not limited territorially except for (i) the territories that are under any sanctions imposed by the public authorities of the United States of America; (ii) the territories where the Platform activities, Efforia services, or provision of the Product (-s) to the Participant (-s) are not legal under local laws.

20. Retention of Rights. The Partner is duly informed and acknowledges that no ownership rights, titles, or interests in and to the Platform are assigned (transferred) to the Partner under the Platform License provided herein.

21. Prohibited Use. Unless the Partner gets written consent of Efforia to do otherwise, the Partner is prohibited from and shall not (i) sell, lease, rent, or otherwise distribute its Account and Content and (ii) copy, decompile, disassemble, or reverse engineer the Platform, in whole or in part and (iii) make an attempt to derive the source code of the Platform or any its Updates; and (iv) avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure on the protection of the Platform that is implemented by Efforia or its providers; and (v) use the Platform for sending spam, opt-in or unsolicited email, port scanning, scanning for open proxies or open relays, attacking in any way, shape, or form any computer or network; and (vi) use the Platform for any illegal purposes or purposes not provided in the Agreement; and (vii) change or delete any ownership notices from the Platform, its components, Content, and related materials. 

Any listed actions or attempts to do so shall be considered as “Prohibited Use”, and is a violation of the obligations under the Agreement.

22. Brand Compliance Terms. For the entire duration of the validity of the Platform License, the Partner (and also its directors or managers, its shareholders or ultimate beneficial owners) is prohibited and the Partner (and also its directors or managers, its shareholders or ultimate beneficial owners) shall not: (i) breach any sanctions imposed by the public authorities of the United States of America; or (ii) commit any criminal offenses punishable under the laws of the State of Delaware, federal laws of the United States of America, or the laws of the country, state, or territory of the Partner’s domicile, using the Platform as a tool or instrument of such criminal offenses; or (iii) publicly support, promote, or justify racism, sexual, or otherwise abuse at any basis; or (iv) commit offense or felony against humanity or international security, or against the person, against public policy, or relating to children and vulnerable adults, or against public administration, or against public health, order and decency, against public peace, or economic offenses, and such offense causes or may cause brand damage to Efforia; or (v) conduct any purposefully biased research studies using the Platform. 

Non-compliance with the provided requirements, if it causes or may cause the brand or reputational damage to Efforia, shall be deemed “Brand Breach”, and is a violation of the Agreement.

23. Service Availability and Interruption Cases. In cases of severe defects, viruses, or any technical disabilities of the Platform, the Parties may agree (including via email) to suspend the access and use of the Platform or the Partner’s Account for the term necessary to fix such defects, viruses, or any technical disabilities. In such events, Efforia will make every reasonable effort to restore the Platform, and provision of Efforia’s service and recover them as quickly as possible. Nevertheless, Efforia shall not be held liable for any disruption of the Platform and provision of Efforia’s service that may occur.

24. Disclaimer and Limitation of Liability. THE PLATFORM IS PROVIDED TO THE PARTNERS “AS IS” AND “WHERE IS.” EFFORIA DISCLAIMS ALL OTHER WARRANTIES REGARDING THE PLATFORM, ITS FEATURES, AND CONTENT TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT RESTRICTIONS, GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR OTHER RIGHTS, EXCEPT FOR THE WARRANTY THAT THE PLATFORM WILL PERFORM SUBSTANTIALLY ACCORDING TO ITS FUNCTIONALITY WITHIN THE PERIOD OF THE PLATFORM LICENSE PROVIDED HEREIN. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, EFFORIA HEREBY EXCLUDES AND DISCLAIMS ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, INCLUDING THOSE REGARDING ACCURACY, USEFULNESS, RELIABILITY, AND CORRECTNESS. EFFORIA DOES NOT GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED OR SECURE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM IS FREE OF VIRUSES OR ANYTHING ELSE HARMFUL. IF ANY PART OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON OR IF EFFORIA IS OTHERWISE FOUND TO BE LIABLE TO THE PARTNER IN ANY MANNER, THEN EFFORIA’S AGGREGATE LIABILITY FOR ALL CLAIMS UNDER SUCH CIRCUMSTANCES FOR LIABILITIES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY PARTNER OVER THE PRECEDING 6 MONTHS.

Regulatory Compliance

25. Clinical Trial Regulations. As the owner and operator of the Platform that supports offerings of the Products of the providers to the end-user (-s) of the Platform, Efforia has met the industry regulations and standards across various global regions, including but not limited to the following ones:

Jurisdiction	Regulation (-s)
United States of America	Health Insurance Portability and Accountability Act (HIPAA) CFR Part 11 & EU-US Privacy Shield
Canada	Personal Information Protection and Electronic Documents Act (PIPEDA)
European Union	General Data Protection Regulation (GDPR) and Annex 11EU-US Privacy Shield
United Kingdom	UK Data Protection Act
Swiss Confederation (Switzerland)	EU-US Privacy ShieldSwiss Federal Act on Data Protection (FADP)
Japan	Act on the Protection of Personal Information (APPI)
Federative Republic of Brazil	General Data Protection Law (LGPD)
Argentine Republic	Personal Data Protection Law (PDPL)
United Mexican States (Mexico)	Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP)Mexican Official Norm (NOM) for health research in human beings
Republic of India	Information Technology ActPersonal Data Protection Bill (forthcoming)

26. Regulations Compliance Measures. By the execution of the Agreement, the Partner confirms that the Partner is duly informed, aware of, acknowledges, agrees, and has no claims, demands, or objections to that fact that Efforia has taken, and may take during the term of validity of the Agreement, the measures necessary to ensure compliance with the regulations listed above or any other applicable to the Platform, Product (-s), or Efforia.

27. IRB Review. By the execution of the Agreement, the Partner confirms that the Partner is duly informed, aware of, acknowledges, agrees, and has no claims, demands, or objections to the following facts: (i) Efforia is committed to ensuring the safety and rights of human subjects involved in research; and (ii) all protocols conducted through the Platform (including all Protocol (-s) launched by the Partner) will undergo a review by an Institutional Review Board (IRB) prior to recruiting Participant (-s); and (iii) the IRB is a committee that is formally designated to approve, monitor, and review biomedical and behavioral research involving humans with the aim to protect the rights and welfare of the research subjects, and the IRB review process is governed under the U.S. Department of Health and Human Services; and (iv) any attempts of the Partner to recruit any Participant (-s) for the Partner’s studies or Protocols launched by the Partner without this necessary IRB review, or any attempts to circumvent this process, is a violation of the Agreement (“IRB Review Breach”) and may, at Efforia sole discretion, result in immediate suspension the Partner from the Platform without any liability for Efforia. By the execution of the Agreement, the Partner agrees to strictly and continuously adhere to these standard procedures and ethical guidelines. 

28. FTC Guidelines Compliance. The Parties are required to follow the guidelines put forth by the Federal Trade Commission (FTC) regarding health and fitness benefit claims. These guidelines stipulate that any claim about health benefits must be backed by reliable scientific evidence and must not be misleading to consumers. The Partner is responsible for ensuring that any health or fitness benefits communicated about the Partner’s Product (goods or services, etc.) are accurate, not misleading, and supported by sound scientific evidence. This includes any claims or results communicated outside the Platform functionality. The Partner confirms that the Partner is duly informed, aware of, acknowledges, agrees, and has no claims, demands, or objections to the following facts: (i) Efforia is not liable for any claims or results communicated by the Partner and its other partners outside the Platform; and (ii) the Partner agrees and acknowledges that any violation of the FTC guidelines is a violation of the Agreement (“FTC Guidelines Breach”), and may, at Efforia sole discretion, result in the removal of the Partner’s Product (-s) from the Platform and other potential legal consequences provided for by the applicable laws.

29. Adverse Events Reporting. As defined by the U.S. Food and Drug Administration (FDA), an adverse event is any health-related incident associated with the use of a product or services that causes illness or harm (including, but not limited to, an allergic reaction, a side effect, an interaction with another drug or supplement, or any other harmful effect that is associated with the use of the dietary supplement). 

As Efforia is committed to the safety and welfare of all Participants using the Platform, in accordance with regulations set forth by the FDA, Efforia is obligated to report any adverse events associated with the products or services listed on the Platform (this requirement applies to any and all Products listed on the Platform, including dietary supplements). Upon becoming aware of an adverse event, Efforia will promptly report this to the Partner, IRB monitoring board, and the FDA as required by law. 

30. Harm Report Duty. In addition to the other commitments provided herein, Efforia also has a responsibility to ensure the safety of the Platform’s users beyond the scope of Product (-s) usage. If the Participant (-s) suggests that they may harm themselves or others, Efforia is obligated to take this matter seriously and to report such incidents to local law enforcement agencies. By the execution of the Agreement, the Partner confirms that the Partner is duly informed, aware of, acknowledges, agrees, and has no claims, demands, or objections to the execution of these requirements for safety and reporting by Efforia.

31. State-Specific Regulatory Requirements. In addition to the national and international regulations and standards, the Parties must also comply with various state-specific regulatory requirements in the United States of America (including, the additional requirements for data privacy, consumer protection, and specific industry regulations).

32. CAN-SPAM Act Compliance. The Parties must adhere to the guidelines put forth by the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act. These guidelines provide rules for commercial email, establish requirements for commercial messages, give recipients the right to have the person stop emailing them, and spell out tough penalties for violations. 

For the stated compliance, Efforia ensures that all emails sent from the Platform: (i) don’t use false or misleading header information (the “From,” “To,” “Reply-To,” and routing information – including the originating domain name and email address – are accurate and identify the person or business who initiated the message); and (ii) don’t use deceptive subject lines (the subject line accurately reflects the content of the message); and (iii) identify the message as an ad (the law gives a lot of leeway in how to do this, but Efforia is clear and conspicuous about the fact that the message is an advertisement); and (iv) include the physical address (Efforia’s messages include the physical postal address of the business); and (v) include an opt-out mechanism (Efforia’s emails contain a clear and conspicuous explanation of how the recipient can opt out of getting email from us in the future); and (vi) honor opt-out requests promptly (any opt-out mechanism Efforia offers is able to process opt-out requests for at least thirty (30) days after the message is sent, and Efforia honor the recipients’ opt-out requests within ten (10) business days; and (vii) monitor what others are doing on Efforia’s behalf (Efforia is vigilant about the partners’ practices and ensures that they also comply with the CAN-SPAM Act). 

By the execution of the Agreement, the Partner confirms that the Partner is duly informed, aware of, acknowledges, agrees, and has no claims, demands, or objections the violation of the CAN-SPAM Act is a violation of the Agreement, and may, at Efforia sole discretion, result in the removal of the Partner’s Product (-s) from the Platform (without any legal or contractual liability for Efforia) and other potential legal consequences provided for by the applicable laws.

33. Miscellaneous Requirements. By the execution of the Agreement, the Partner confirms that the Partner acknowledges and agrees to continuously adhere to any and all state-specific regulations in addition to federal and international standards including the following:

State	Regulation (-s) and Subject
California	California Consumer Privacy Act (CCPA) which grants California consumers robust data privacy rights and control over their personal information, including the right to know, the right to delete, and the right to opt-out of the sale of personal information that businesses collect.
New York	Stop Hacks and Improve Electronic Data Security Act (SHIELD Act) which requires any person or business owning or licensing computerized data that includes private information of a resident of New York to implement and maintain reasonable safeguards to protect the security, confidentiality, and integrity of the private information.
Massachusetts	Massachusetts General Law Chapter 93H which requires entities to develop, implement, and maintain a comprehensive information security program to protect personal information.

Product Listing Terms

34. Product Adding. After the proper completion of the Onboarding, Efforia provides the Contractor with the ability to use the Platform under the Platform License, including, adding the Product to the Platform.

35. Partner’s Name Licensing. By adding its Product (-s) to the Platform using the “Create a New Product” functionality of the Account, the Partner grants Efforia a worldwide, nonexclusive, royalty-free, for the duration of the Agreement, revocable, transferable, assignable, and sub-licensable (through multiple tiers) license and right to use the Partner’s commercial (trade) name (-s) and logo (-s), without or together with a description of the Partner’s activities, within the Platform as the provider of the particular Product (-s). The mentioned license may be revoked by the Partner by the termination of the Agreement.

36. Partner’s Product Licensing. By adding its Product (-s) to the Platform using the “Create a New Product” functionality of the Account, the Partner grants Efforia a worldwide, nonexclusive, royalty-free, for the duration of the Agreement, revocable, transferable, assignable, and sub-licensable (through multiple tiers) license and right to use the commercial (trade) name of the added Product (-s), its images and descriptions (if any added by the Partner), within the Platform and in the promotional, advertising, marketing, and any other informational purposes. The mentioned license may be revoked by the Partner by the delisting of that particular Product (-s) from the Platform or by the termination of the Agreement.

37. Author’s Study Designs Licensing. By the creation of the Protocol (-s) on the Platform using the functionality of the Platform, the Partner, as the Author, grants Efforia a worldwide, nonexclusive, royalty-free, for the duration of the Agreement, revocable, transferable, assignable, and sub-licensable (through multiple tiers) license and right to publish and display on the Platform and further use for facilitating the research efforts on the Platform the study designs and its content under the Protocol (-s). The mentioned license may be revoked by the Partner by the termination of the Agreement.

38. Rights Retention. As a provider of the Products (-s) on the Platform, the Partner retains full ownership of all intellectual property objects rightfully owned by the Partner and none of such rights shall be deemed transferred under the Agreement except otherwise directly provided herein. The Author (-s) retain full ownership of their study designs and their content under the Protocol (-s) created by the Author (-s). The Participant (-s) retains full ownership of their data, while also retaining the right to use their individual data as they see fit.

39. Product Warranties. By adding its Product (-s) to the Platform using the “Create a New Product” functionality of the Account, the Partner declares, confirms, and warrants that (i) the Product (-s) added by the Partner is in full and exhaustive compliance with the laws, rules, or regulations applicable to the Partner, Product (-s), Efforia, and Platform; and (ii) the Partner is an authorized owner or the holder of the valid and sufficient rights and authorizations to add the Product (-s) to the Platform for the purposes of the listing under the terms described herein, distribute the Product (-s) as a tangible good or provide the Product (-s) as the services to the Participant (-s); and (iii) the adding of the Product (-s) to the Platform does not infringe any third party’s rights, and does not violate the laws, rules, or regulations applicable to the Partner and under the Agreement; and (iv) the information, images, and any other accompanying materials related to the Product (-s) and added by the Provided to the Platform are valid, correct, full, and actual, and its is the Partner’s responsibility to keep such validity, correctness, completeness, and actuality for the entire duration of the Agreement; and (v) the Partner expressly releases and discharges Efforia, its affiliates, sublicensees, successors, and assignees from all liability, claims, and demands arising out of or in any way connected to the listing of such Product (-s) on the Platform, inclusion of such Product (-s) to the Protocols, provision of the Participant (-s) with such Product (-s); and (vi) the Partner has taken into consideration all factors necessary for the successful provision of the Partner’s Product (-s), and the Partner will not default on the Partner’s commitments; and (vii) the Partner has all resources, manpower, and infrastructure required and necessary to provide the Provide’s Product (-s) to the Participant (-s); and (vii) all Partner’s Product (-s) and all rights (including, copyright ownership) to the them, in full or in part, are not an object of pledge, court litigation, or claims by third parties due to the best Partner’s knowledge. 

40. Partner’s Product Delisting. The Partner is entitled to delist the Product (-s) from the Platform by using the relevant functionality of its Account subject to the simultaneous compliance with all the following conditions: (i) the prior notification to Efforia of at least three (3) calendar days before the delisting; and (ii) at the moment of the delisting, the Product (-s) to be delisted is not in any valid Protocol launched by either Partner or any other Author (-s); and (iii) at the moment of the delisting, the Product (-s) to be delisted is not non-delivered to the valid Participant (-s).

Products Provision

41. Provision of the Participant. After the Participant (-s) joined the Protocol (-s) that includes the Partner’s Product (-s), the Partner is responsible for the provision of such Participant (-s) with that Product (-s) in accordance with (i) the terms of the specified Protocol; and (ii) the laws, rules, and regulations applicable to the Partner and that Product (-s); and (iii) the laws, rules, and regulations applicable to that Participant (-s) as the consumer; and (iv) the laws, rules, or regulations applicable to the Agreement; and (v) description of that Product (-s) provided for on the Platform; and (vi) the best field practices applicable to that Product (-s).

42. Subcontractors. The Partner shall provide the Participant (-s) with the Partner’s Product (-s) on their own. The Partner is entitled to involve any subcontractors in the process of the provision of the Partner’s Product (-s) only and strictly subject to the prior and explicit consent of the Participant (-s) on that matter and prior notification to Efforia on that matter. In the cases of the subcontractors’ involvement in the provision of the Partner’s Product (-s), the Partner bears personal responsibility for any violations committed by such subcontractors and full compliance of such subcontractors with the terms of the Agreement. 

43. Scheduling. Efforia shall schedule the provision of the mentioned Participant (-s) with the mentioned Partner’s Product (-s), including appointment, shipping, delivery, etc. (if applicable), providing Partner on that matter (such notification of the Partiner shall also be deemed and included in the Support Information). Any changes in the scheduled provision of the Partner’s Product (-s) (e.g. any, rescheduling, etc.) shall be made subject to and only to the prior and explicit consent of the Participant (-s) and with prior notification to the Partner on that matter via Support Information.

44. Shipping and Delivery. The Partner shall exhaustively notify Efforia of the shipping (delivery) terms if the provision of the Partner’s Product (-s) requires such shipping (delivery), and ship (deliver) the Partner’s Product (-s) under such terms. The terms and conditions of the shipping (delivery) shall include, but not be limited to, the shipping (delivery) methods, costs, and destination, duties & taxes clearance, cancellation, and lost or damaged package terms. 

The terms of the shipping (delivery) shall also be deemed and included in the Support Information. 

The Partner shall amend, update, modify, or change in any other manner the terms of the shipping (delivery) notified to the Participant (-s) subject to the prior notification to Efforia on that matter, and in such case Efforia shall notify the Participant (-s) on that matter. 

To the extent reasonably depended on the Partner, the Partner shall bear the responsibility for the Partner’s Product (-s), including for its integrity, validity, dispatching, customs clearance, and shipping (delivery) properly in accordance with the notified terms till the moment of the Partner’s Product (-s) receipt and acceptance by the Participant (-s) unless otherwise agreed with the Participant (-s) and notified to Efforia.

45. Product Return Term. The Partner shall exhaustively notify the Participant (-s) of the terms of the return if the provision of the Partner’s Product (-s) allows such return, and return the Partner’s Product (-s) under such terms. The terms and conditions of the return shall include, but not be limited to, the exceptions, packaging requirements, defect (-s) cases, return process and procedures (including, under the applicable hazardous materials regulations), shipping of returns, and refund (-s) related to the return. The terms of the return shall also be deemed and included in the Support Information. The Partner shall amend, update, modify, or change in any other manner the terms of the return notified to the Participant (-s) subject to the prior and explicit consents of the Participant (-s) on that matter and prior notification to Efforia on that matter.

46. Product Refund Term. The Partner shall exhaustively notify Efforia of the terms of the refund if the provision of the Partner’s Product (-s) allows such refund. Efforia shall notify the Participant (-s) of the terms of the refund provided by the Partner. To the extent depended on Efforia, Efforia shall assist the Participant (-s) in the processing of the refund (if any), while the Partner shall refund the Participant (-s) under the provided terms. The mentioned terms and conditions of the refund shall include, but not be limited to, the exceptions, refund requesting and processing procedures, and charges & tax refunds (if so applicable). The terms of the refund shall also be deemed and included in the Support Information. The Partner shall amend, update, modify, or change in any other manner the terms of the refund notified to Efforia, and consequently, to the Participant (-s), subject to the prior notification to Efforia on that matter and with further notification by Efforia of the Participant (-s) on that matter.

47. Product Withdrawal. The Partner shall ensure the execution of the right of the Participant (-s) to withdraw from a provision of the Partner’s Product (-s) within the terms and conditions required in accordance with (i) the laws, rules, and regulations applicable to the Partner and the Product (-s); and (ii) the laws, rules, and regulations applicable to that Participant (-s) as the consumer; and (iii) description of that Product (-s) provided for on the Platform. The terms and conditions of the execution of the right of the withdrawal shall also be deemed and included in the Support Information. 

48. Accompanying Documents. The Partner shall exhaustively, properly, and in a timely manner provide the Effori with electronic versions of any accompanying documents. The mentioned accompanying documents shall include, but not be limited to, the invoices, acts of transfer and acceptance of the products (goods or services, etc.), delivery note (-s) if so applicable in accordance with (i) the laws, rules, and regulations applicable to the Partner and the Product (-s); and (ii) the laws, rules, and regulations applicable to that Participant (-s) as the consumer. The content of the provided accompanying documents shall also be deemed and included in the Support Information. 

49. Reporting. Efforia shall report on the provision of the Partner’s Product (-s) via the Platform. The reporting shall be made in the form agreed upon by the Parties and shall contain the information on the progress and results (including intermediate) of the provision of the Partner’s Product (-s).

50. Payment Collection. If so provided by the terms of the Agreement or any schedule or any exhibit to the Agreement, if the Partner collects the payment (-s) for the provision of the Partner’s Product (-s), the Partner shall notify Efforia of the payments collected, fees and charges applied, the cases of the refund, return, and cancellation of the provision of the Partner’s Product (-s).

51. Participant Warnings. The Partner shall duly, explicitly, and prior to the provision of the Partner’s Product (-s) notify, warn, and advise the Efforia, who will then communication with Participants (-s) on any and all disclaimers, waivers, warranties, and limitations of liability if any applied to the provision of the Partner’s Product (-s). 

Confidentiality

52. Confidential Information. The commercial, proprietary, and classified information created, received, accessed, or processed in any manner related to the subject matter of the Agreement, including specific terms and conditions of the Agreement, shall be deemed “Confidential Information”.

53. Related Information. All information related to the study, including all Participants’ identifiable data, study findings, and associated materials, is also considered Confidential Information. This confidentiality extends to all forms of communication, including verbal, written, and electronic communications. Any disclosure of such Confidential Information, whether intentional or accidental, could have serious implications for the study and its Participant (-s).

54. Confidentiality Exclusions. The Confidential Information excludes information which the receiving Party can rightfully prove and support with appropriate admissible documentation that such information: (i) at the time of disclosure, is publicly disclosed without any breach of the confidentiality obligations by the receiving Party or any third person; or (ii) becomes publicly disclosed, after the disclosure, without any breach of the confidentiality obligations by the receiving Party or any third person; or (iii) is disclosed by a third party, which, disclosing such information, did not violate any of the confidentiality obligations to the disclosing Party; or (iv) was known prior to receipt from the disclosing Party without any breach of the confidentiality obligations by the receiving Party or any third person. 

55. Confidentiality Obligations. The receiving Party shall: (i) keep Confidential Information in a secure place and in conditions that exclude the possibility of unauthorized access to such place and to such information; and (ii) not use the Confidential Information for any purposes other than the execution of the obligations and performing the rights under the Agreement and execution of the requirements of the laws applicable to the Party; and (iii) not disclose the Confidential Information to any third party for any reason, directly or indirectly, for remuneration or without such, without the prior written consent of the other Party, except as provided hereby. 

As the Product (-s) provider or study Author, the Partner must take all necessary precautions to maintain the confidentiality of the Participant (-s) information and Confidentiality Information. This includes storing confidential information securely, limiting access to those who need the information to carry out their duties, and not discussing confidential information in public or non-secure settings.

60. Confidentiality Term. The confidentiality obligations shall remain valid for the entire duration of the Agreement, survive the termination, and remain valid for a period of ten (10) years additionally.

Personal Data Protection

56. Privacy Compliance. The Parties shall comply with all necessary regulations and requirements regarding the protection of the personal data of the Parties and Participants during the execution of the obligations under the Agreement. 

57. Personal Data Protection Terms. The Parties shall specify the terms and conditions of the personal data collecting, storing, usage, transferring, protecting (including the actions in the cases of data loss), and deleting in the particular agreement that shall be an integral part of the Agreement (as a schedule or exhibit).

58. Anonymity. The findings from the study must be presented in such a way that individual Participant (-s) remains anonymous and unidentifiable. This includes both written reports and data presentations. Any breach of data privacy could harm participants and the integrity of the study.

59. Public Disclosure. Only Participants themselves may make their specific participation in the study public. The Parties are prohibited from disclosing this information except for the cases of the written consent of the Participants to do otherwise.

Warranties

60. Efforia’s Representations and Warranties. Efforia hereby represents and warrants that, as of the Effective Date, Efforia has all rights and authorizations to make and execute the Agreement, and the conclusion of the Agreement by and between the Parties does not infringe any patents, copyrights, trademarks, or other rights of third parties, due to the best of the Efforia’s knowledge.

61. Partner’s Representations and Warranties. The Partner hereby represents and warrants that: (i) the Partner and its authorized representative, signed below, have all rights and authorizations to make and execute the Agreement and to bind the Partner with terms of the Agreement; and (ii) the Partner confirms that the Partner is duly informed, acknowledges, and aware of the risks associated with the use of the Platform, including with choosing the Platform to achieve the desired results, and takes full responsibility for such use under the Agreement; and (iii) the Partner confirms that the Partner is duly informed, acknowledges, and aware that in cases where the Platform contains the hyperlinks redirecting to the third-party services, such services are not controlled by Efforia, and, consequently, Efforia is not responsible for the content and services available through them, and for any losses (including data loss), damages, or other liabilities incurred as a result of use of such services; and (iv) the Provider is solely responsible for its (and for the Autorized Persons provided above) continuous compliance in full with the obligations, terms, and warranties provided herein during the entire term of the validity of the Agreement.

Limitation of Liability

62. General Limitation. To the maximum extent permitted by law, Efforia shall not be held liable for any direct, indirect, incidental, special, consequential, or punitive damages resulting from the Partner’s use of or inability to use the Platform, its Account, or any functionality of them. This includes, but is not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses. This holds true even if Efforia has been advised of the possibility of such damages.

63. Specific Limitation. Efforia’s total liability to the Partner for all damages, losses, and causes of action, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees the Partner paid to Efforia for Efforia’s services in the six (6) months prior to the claim unless otherwise provided herein.

64. No Liability for Third Party Actions. Efforia shall not be liable for the actions, content, information, or data of third parties. The Partner releases Efforia, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim the Partner has against any such third parties.

Indemnification

65. General Indemnification. The Party shall defend, indemnify, and hold harmless the other Party and such other Party’s affiliates, officers, directors, employees, contractors, vendors, clients, customers, agents, successors, and any other counterparty from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (i) a breach of any representation, warranty, or guarantee under the Agreement; and (ii) the use or misuse of the Platform; and (iii) any actions in any manner that cause and may cause a material or brand damage to the other Party.

66. Specific Indemnification. The Partner shall defend, indemnify, and hold harmless Efforia and Efforia’s affiliates, officers, directors, employees, contractors, vendors, clients, customers, agents, successors, and any other counterparty from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from (i) the breach of any obligation under the Agreement (including, but not limited to, any Brand Breach (-es), IRB Review Breach (-es), FTC Guidelines Breach (-es), etc.); and (ii) the failure to provide the Product (-s) to the Participant (-s).

Liability Terms

67. Remedies Application. The indemnification, license revoking, use restriction, and all other legal remedies applicable to the defaulting Party under the Agreement and applicable laws do not release the defaulting Party from the execution of the obligations, representations, warranties, and guarantees under the Agreement.

68. Equitable Relief. The Party acknowledges that violation of the provisions of the Agreement could cause irreparable injury to the other Party and that all the remedies provided herein may be difficult to ascertain and may not provide adequate relief. The Party agrees that the other Party may, therefore, seek and obtain injunctive relief and specific performance in addition to all legal remedies in any court of competent jurisdiction.

Dispute Resolution

69. Applicable Law and Venue. The law of the State of Delaware (the United States of America) governs the Agreement. The Parties shall settle any dispute by negotiation and following a pre-trial procedure, and if it should prove impossible to settle the dispute in such a manner within thirty (30) calendar days, the Parties shall settle the dispute as follows (at the initiating Party’s discretion): (i) in courts of the State of Delaware (the United States of America); or (ii) by binding arbitration in accordance with the rules of the American Arbitration Association (the place of arbitration shall be the State of Delaware, the arbitration shall be conducted by one arbitrator, who shall be appointed by the American Arbitration Association, and the language of the arbitration shall be English).

70. Class Action Terms. TO THE EXTENT ALLOWED BY THE APPLICABLE LAW, THE PARTNER AGREES THAT ANY PROCEEDINGS TO SETTLE ANY DISPUTE UNDER THE AGREEMENT SOLELY ON AN INDIVIDUAL BASIS, AND THAT THE PARTNER WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH THE PARTNER ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. THE PARTNER FURTHER AGREES THAT NO ARBITRATION OR PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF EFFORIA.

Force Majeure

71. Force Majeure Terms. The Party is released from liability for breach of the Agreement if such breach is caused by reasons beyond the control of such Party (“Force Majeure”). The Force Majeure shall be confirmed by the relevant document (certificate) issued by the authorized body at the Party’s request. The Party must immediately (and not later than within ten (10) calendar days from such circumstances occurrence) notify the other Party of the Force Majeure and substantiate its interference with the performance of obligations under the Agreement, or, otherwise, such a Party loses the right to refer to the Force Majeure. Force Majeure automatically extends the term of performance of obligations under the Agreement for a period equal to its duration. Force Majeure releases the Party invoking it from the liability for non-performance. If the Force Majeure lasts for more than sixty (60) calendar days, either Party may initiate the termination of the Agreement.

Term and Termination

72. Term of Agreement. The Agreement shall become effective from the Effective Date and shall remain in force for one year, and then automatically renew for one year periods]. If at least thirty days (30) calendar days before the date of expiration of the term of validity of the Agreement, neither Party sends a written termination notice to another Party, the Agreement and all exhibits, valid on the stated date, shall (each time) be deemed extended for each subsequent term (equal to the primary one), without any limits for the numbers for the extensions, on the same terms and conditions. The term of validity of the licenses provided under the terms of the Agreement shall be equal to the term of validity of the Agreement unless otherwise provided herein.

73. Termination of Agreement. The Agreement may be terminated early upon mutual written agreement by both Parties. The Agreement may be terminated unilaterally at either Party’s initiative upon written notification to the other Party no less than ninety (90) calendar days before the date of termination subject to the absence of the payment arrears under the Agreement. Efforia is entitled to terminate the Agreement unilaterally due to the notification to the Partner no less than ten (10) calendar days before the date of termination only in the following cases: (i) the Partner or the person, for whose violations the Partner is responsible under the Agreement, breaches the obligations, representations, or warranties provided herein above (including, but not limited to, any Brand Breach (-es), IRB Review Breach (-es), FTC Guidelines Breach (-es), etc.) and such breach causes damage for Efforia or Participant (-s); or (ii) Efforia revokes the license provided to the Partner in a whole in the Revoking Cases if the Partner does not eliminate the violations within the provided term.

The term “Revoking Cases” shall mean and include the following cases: (i) overdue payment by the Partner for more than thirty (30) banking days; or (ii) the Partner conducts the Prohibited Use; or (iii) the Partner fails to comply with the Required Procedures. In the listed cases, Efforia notifies the Partner on that matter, and if the Partner does not eliminate the violations within ten (10) business days of such notice receipt, Efforia is entitled to revoke the Platform License as provided herein.

74. Termination or Expiration Consequences. In case of termination or expiration of the Agreement, the Partner shall immediately terminate usage of the Platform from the moment of the termination. 

However, if the Partner has at least one (1) listed Product on the Platform included in the valid Protocol, any Participant (-s), who is already joined to that Protocol, must be allowed to complete their Protocol. The length of time, until the last fulfillment to the last joined Participant in any Protocol in which the Product is included, is the notification period.

If some of the obligations are not duly executed during the term of validity of the Agreement (for example, payment obligations), such obligations shall remain valid till the full and duly made execution of them. In the cases explicitly provided in the Agreement, the validity of some clauses, terms, or obligations shall survive the termination or expiration of the Agreement. 

Miscellaneous 

75. Notices and Communication. All notices and other communications in connection with the Agreement shall be in writing and shall be sent to the respective Parties at the addresses set out below, or to such other addresses as may be designated by the Parties in writing from time to time in accordance with this clause by registered or certified airmail, postage prepaid, or by express courier service, service fee prepaid, or by electronic mail. All notices shall be deemed received (i) if given by mail, ten (10) business days after posting, or (b) if given by electronic mail, upon acknowledgement of the receipt by the recipient via return electronic mail.

76. Relationship. The Agreement shall not be construed to create any association, partnership (as a legal entity), or joint venture of the Parties for any purpose. The Party shall be responsible for all taxes or contributions payable as a result of the payment in accordance with the applicable laws.

77. Assignment and Waiver. The Party shall not assign any rights or delegate any obligations under the Agreement without the other Party’s prior written consent on that matter. Any assignment in violation of the foregoing shall be deemed null and void. The failure of either Party at any time to require performance by the other Party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter, nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

78. Entire Agreement. The Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to the Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

79. Amendments and Severability. The Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.