Terms and Conditions

HEROLINX™ HELPER TERMS OF USE

Welcome to HeroLinx™. We appreciate your interest in becoming a HeroLinx Helper. The following Terms of Use (the “Agreement”) sets forth the terms and conditions under which HeroLinx makes its online information and services available on this website (www.HeroLinx.com) (the “Website”). For purposes of this Agreement, the term “Helper” means any person or entity using the Website for any purpose whatsoever including but not limited to, the posting of information, the viewing, uploading, downloading, or re-distribution of any data in any manner whatsoever. By accessing this site, the Helper agrees to abide to all the terms and conditions set forth in this Agreement. If you do not want to agree to this Agreement, you must not access or use HeroLinx’s Website. WHEREAS, Helper is a person or entity with personal, professional or business contacts (“Contacts”), and desires to utilize HeroLinx services to increase awareness about and participation in clinical trials related to development of investigational drugs and therapies; WHEREAS, HeroLinx is a provider of a proprietary on-line clinical trials messaging and patient recruitment system, and has the resources to provide these services as described below; WHEREAS, HeroLinx has a separate agreement with the company that referred you to HeroLink (“Helper Partner Organization”) regarding the payment of HeroLinx services; WHEREAS, HeroLinx has separate agreements with recruiters of clinical trials (“Recruiters”) regarding the patient eligibility screening and enrollment (“Recruiter Website”) related to HeroLinx’s services; WHEREAS, Contacts who consent to participate in the HeroLinx patient recruitment system are referred to as “Heroes” in recognition of their decision to advance the development of investigational drugs and therapies; and WHEREAS, any person accepting this Agreement on behalf of an entity warrants that he or she has the corporate authority to accept the Agreement on behalf of such entity. NOW, THEREFORE, intending to be bound, Helper and HeroLinx incorporate the above recitals and agree to the following terms and conditions;

1. Scope of HeroLinx Service

  1. To gain access to and use the Website, Helper will be required to create a log-in ID and password (“Helper Access Code”). Helper is responsible for all activity occurring under Helper’s Access Code, and the Helper Access Code must be kept confidential and not shared with third parties. HeroLinx has no obligation or responsibility with regard to Helper’s use, distribution, disclosure or management of the Helper Access Code. Notwithstanding the foregoing, HeroLinx may require Helper to change its Access Code or may cancel such Access Code if use under such Access Code is inconsistent with the terms and conditions of this Agreement.
  2. Helper will be provided access to the Website for the purpose of viewing clinical trial opportunities to share with Helper’s Contacts. To share an opportunity, Helper shall contact Contacts by forwarding a message (ie., email, Facebook post, Twitter share or other) including an activated link to the Website or Recruiter Website, tagging Helper as the lead source (“Message”).
  3. Contacts interested in learning more about the clinical trial opportunities shared with them from Helpers, will activate the link(s) in the Message. These links will take the Patients to the Website or a Recruiter Website (“Sites”). On these Sites, Contacts who decide to voluntarily provide personal health information (“Content”) for the purpose of determining eligibility to participate in a clinical trial are now referred to as “Heroes”. The Sites capture Hero Content and compare it with eligibility criteria. Heroes who pass the eligibility criteria (“Hero Eligible”) are contacted to discuss the clinical trial in more detail.
  4. Helper shall be solely responsible to maintain HIPAA compliance of all Messages directly sent by Helper to Contacts such that these Messages shall not include any personal health information, private and confidential information of the Contacts.
  5. There is no cost to Helper for the services covered by this program. In accordance with the HeroLinx-Helper Partner Organization incentive schedule currently in effect, Helper may be eligible for Message incentives.

2. Helper’s Responsibilities

Helper is responsible for maintaining the confidentiality of the Helper Access Code. Helper represents and warrants that: (i) Helper understands that that the HeroLinx patient recruitment system is provided “as-is” and is not a substitute for Helper’s own medical determination, opinion or endorsement of any specific tests, drugs, products, procedures, health care providers, opinions, or other information best suited for the treatment of Contacts, and (ii) all use by Helper of the HeroLinx patient recruitment system, including any information provided thereunder and transmitted in connection therewith, shall comply with HIPAA and all applicable confidentiality statutes. Helper represents and warrants that Helper will not transmit or allow to be transmitted any Messages that: (A) it does not have a right to make available under any law or under contractual or fiduciary relationship; (B) are false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; harmful to minors in any way; (C) infringe any patent, trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy of any party; (D) utilize any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, or any other forms of solicitation; or (E) interfere with or disrupts the HeroLinx services or servers or network operator networks. Helper shall indemnify, defend and hold HeroLinx, its affiliates and their officers, directors, employees and agents harmless from and against any and all claims of loss, damages, liability, costs, penalties, fines and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from Helper’s breach of any representation and warranty set forth in this Section 2.

3. Term of Agreement

This Agreement shall commence upon the date of acceptance by Helper and shall continue until terminated by either party; provided that all placement fees earned as of the date of termination shall be paid within sixty (60) business days following termination and such provision shall survive termination of this Agreement.

4. Limitation of Liability; Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, HEROLINX MAKES NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HEROLINX EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT THE SERVICES OR RELATED SYSTEMS WILL OPERATE UNINTERRUPTED OR ERROR-FREE. NO CAUSE OF ACTION RELATING TO THIS AGREEMENT MAY BE ASSERTED MORE THAN TWO (2) YEARS AFTER IT ACCRUED. HELPER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT BY HEROLINX SHALL BE THE RIGHT TO TERMINATE THE AGREEMENT. UNDER NO CIRCUMSTANCES SHALL HEROLINX BE LIABLE TO HELPER FOR ANY INDIRECT, EXEMPLARY, DIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSS OF PROFITS GOODWILL OR DATA, OR COST OF COVER EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH. THE PARTIES AGREE THAT THIS LIMITATION OF LIABILITY SPECIFIED HEREIN REPRESENTS A REASONABLE ALLOCATION OF RISK. HEROLINX HAS NOT AND WILL NOT PROVIDE HELPER WITH ANY ANALYSIS, INTERPRETATION, ADVICE OR GUARANTEE REGARDING COMPLIANCE WITH APPLICABLE LAW OF ANY ASPECT OF HELPER’S USE OF THE HEROLINX PATIENT RECRUITMENT SYSTEM.

5. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. Helper agrees that any legal action involving or related to this Agreement will be heard exclusively in the state and federal courts located in Montgomery County, Pennsylvania, and Helper irrevocably consents to the personal jurisdiction of such courts over Helper.