PRAInsights™ Payer Advisors Terms and Conditions

Last Modified and Effective June 2nd, 2022

Your membership and participation in PRAInsights™ Payer Advisor Network is subject to the following terms and conditions (these "Terms & Conditions"). As used herein, the terms "we", "us", "our", "bizi LLC " and "bizi " mean bizi, LLC, the sole owner and operator of PRAInsights™ Payer Advisor Network. By checking the box next to the Terms and Conditions, you agree to be bound by these Terms & Conditions, as modified by us from time to time in our sole discretion, and that these Terms & Conditions supersede any prior terms and conditions between you and bizi. This is a legally binding agreement. If you do not accept these Terms & Conditions, you may not participate in the PRAInsights™ Payer Advisor Network. Any breach by you of these Terms & Conditions may result, among other things, in immediate termination of your membership and participation in PRAInsights™ Payer Advisor Network.

OVERVIEW

PRAInsights™ is a primary payer research service offered by bizi to life sciences firms (each, a “Client” and collectively, “Clients”).  The PRAInsights™ Payer Advisor Network is a network of current and former payers and Health Technology Assessment (HTA) professionals who take part in Clients’ research projects (each a “Project” and collectively “Projects”) via online surveys or phone interviews.  Based on Clients’ research needs, we will identify and contact appropriate members in PRAInsights™ Payer Advisor Network (each, an "Advisor" and collectively, "Advisors") to ascertain whether they are suitable and available for a Project.  All Projects are carried out by bizi in a double-blinded format where Clients and Advisors stay anonymous to each other.

CONDITIONS OF MEMBERSHIP IN PRAINSIGHTS™ PAYER ADVISOR NETWORK AND PARTICIPATION IN PROJECTS

You may become an Advisor and participate in a Project if, and only if, all of the following compliance conditions are satisfied:

  1. Your membership and participation would not present any conflict of interest.

  2. Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).

  3. Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).

  4. Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.

  5. Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company or security.

  6. Your membership and participation would not violate any law, rule or regulation.

 

YOU MUST DECLINE PARTICIPATION IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE.

You are solely responsible for determining whether you are permitted to join PRAInsights™ Payer Advisor Network and to participate in any specific Project(s).  Before applying to join PRAInsights™ Payer Advisor Network, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics and similar employment policies.  You should also consider whether you should obtain consents or waivers from your employer, clients or any other third parties (if applicable, in each instance) to ensure that you are permitted to act as an Advisor. An Advisor’s participation in any Project is at the Advisor’s sole discretion.

Advisors are never obligated to accept any Project and may decline to participate in any Project at any time. Advisors must ensure their compliance with these obligations prior to accepting each Project and decline any Project which would result in a violation of these Terms & Conditions.

CLINICAL TRIAL INFORMATION

During your participation in a Project, you may not disclose confidential information that you do not have the right to disclose. If you previously participated in a clinical trial, or provided consulting services to a person or entity related to a clinical trial, you may have duties or obligations to treat information you learned as confidential. You must satisfy those duties and obligations and any other policies and requirements of such person or entity, your institution(s) and trial sponsors. Under no circumstances may you ever disclose or discuss any confidential information learned, including patient experience information and trial results, until such information has been made public. 

ANTI-CORRUPTION; FALSE OR MISLEADING INFORMATION

You agree that you shall at all times comply with federal and/or state anti-kickback laws and other federal and state laws prohibiting anyone from knowingly and willfully offering, paying, soliciting, or receiving remuneration in order to induce reimbursable business under federal or state healthcare programs.

You shall not offer, give or promise to give any gift, payment, consideration, financial or non-financial advantage to another person directly or indirectly in connection with a Project or these Terms & Conditions. You further agree not to accept or agree to accept any gift, payment, consideration, financial or non-financial advantage in exchange for obtaining or retaining business or improperly performing a relevant function. You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Clients. You further agree not to mislead or misrepresent yourself to a person for any reason directly or indirectly related to a Project or these Terms & Conditions including, without limitation, for the purpose of gathering information from such person for a Project.

PRIOR MISCONDUCT

You represent that you have not been convicted of or charged with any felony. You represent that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or other law enforcement body.

You represent and warrant that: (i) you have never been and are not currently Debarred (as defined below) or otherwise  ineligible to participate in federal healthcare programs or  disqualified by the U.S. Food and Drug Administration (“FDA”) or any other regulatory authority; (ii) you are not aware of any pending or potential actions or investigations that would give rise to any such Debarment or disqualification; (iii) you have not engaged in any conduct or activity which could lead to any Debarment or such disqualification; and (iv) you have no notice that the Office of Inspector General (“OIG”), FDA or any other regulatory authority intends to seek disqualification or Debarment.

You will immediately notify bizi in writing if any of the representations above ceases to be true. “Debarred” and “Debarment” means excluded from participation in any government healthcare program, debarred from or under any other federal program, convicted of any offense defined in 42 U.S.C. Section 1320a-7 or otherwise deemed ineligible for participation in healthcare programs.

TRAINING

You represent and warrant that you have reviewed the Frequently Asked Questions (FAQ) section of the PRAInsights™ Payer Advisor Network webpage. If you have any questions about the role and responsibility of an Advisor, such questions should be directed to bizi following the instructions provided in the FAQ. To the extent that you are assigned any training materials by bizi, you represent and warrant that you will complete such training prior to engaging in any Project. 

ACCURACY OF INFORMATION

You are solely responsible for the accuracy and completeness of information that you provide to bizi (your “Advisor Information”) and you understand that bizi, Clients and third parties may and will rely on your Advisor Information.  You agree to provide us with accurate and up-to-date biographical information on your application and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to consult.  Based on further information from you or other sources, we may amend your Advisor Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Advisor Information and to update changes promptly.

We will NOT reveal an Advisor’s exact identity to our Clients.  However, we may provide general Advisor background highlights to our Clients for the sole purpose of demonstrating the required expertise to participate in a Project.

PRIVACY

You agree that bizi may collect, synthesize and retain information about you, from sources including, without limitation, yourself, your activities through PRAInsights™ and third-party sources (hereafter, “Personal Information”).  Bizi will treat Personal Information in accordance with bizi’s Privacy Policy (https://www.bizianalytics.com/privacy-policy), which is incorporated by reference. If your membership in PRAInsights™ Payer Advisor Network ends, you agree that bizi may preserve Personal Information, provided that bizi accords such Personal Information the protections set forth in its then-current Terms & Conditions and Privacy Policy.  You agree that bizi may use and share Personal Information to, without limitation, contact you concerning your participation in PRAInsights™, to manage your membership in PRAInsights™ Payer Advisor Network, to administer compliance policies and procedures, including obtaining required approvals and consents for Project participation, to market bizi’s services, and to comply with applicable laws and requests from government authorities. You agree that bizi may also utilize Personal Information to manage, improve and promote its business.  As part of its compliance screening, bizi reserves the right to conduct background checks on you, either internally or utilizing third-party services, and to confirm your professional and educational history. You agree that we may disclose Personal Information as required by law, to protect bizi’s rights, or for the prevention, detection or disclosure of a crime.  Bizi will not sell Personal Information to third-party marketers or similar organizations, or disclose the Personal Information publicly, unless you provide consent or we determine that it is appropriate in response to a law, regulation, rule, government request, prudential concern or legal process.

APPLICATION OF THE TERMS & CONDITIONS

By becoming an Advisor, you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms & Conditions. As an Advisor, you will be expected to provide information during any Project in good faith, to the best of your ability and at all times consistent with these Terms & Conditions. You understand and acknowledge that each bizi  employee, affiliate, affiliate employee, authorized contractor and Client is an intended third-party beneficiary of these Terms & Conditions and shall therefore have the right to enforce your compliance with them.   You must decline to participate in any Project or other activity that would cause you to violate these Terms & Conditions and immediately inform us of the reason.   You are solely responsible for ensuring your continued compliance with the Terms & Conditions. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms & Conditions.

CONFIDENTIALITY

You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” of bizi, its PRAInsights™ program, or its Clients, without bizi’s express written permission (which it may withhold in its sole discretion). “Confidential Information” includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to bizi, its PRAInsights™ program, any of its affiliates or any Client, including, but not limited to, your membership in the PRAInsights™ Payer Advisor Network and the identity and membership of other Advisors questions posed by any Client and the topics discussed, information or materials shared, opinions expressed or work commissioned by bizi or any Client.  In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify bizi and to fully cooperate with bizi in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.

PROJECTS AND PERFORMANCE

 If you are invited by bizi to participate in a Project for a Client, you should either accept or decline the invitation within 24 hours of issuance.  If you accept a survey Project, you will receive the survey link at the scheduled Project date/time. You will have 48 hours to complete a Standard Survey or 24 hours to complete a Quick Poll from the scheduled date/time of the Project.  You should adhere to the amount of time specifically allotted for each Project including preparatory work for a Project.  You authorize bizi to record your phone interviews as part of a Project and to provide a copy of such recordings to the Client who requested the Project. You are not permitted to invite any third-party to participate in any Project without bizi’s prior written consent.  We make no representation regarding the frequency or quantity of Project requests that you will receive.  We expect you to perform all Projects in accordance with: (i) these Terms and Conditions, (ii) performance criteria set in each individual Project, and (iii) all applicable laws.  You will perform each Project with due care in accordance with the standards and practices that are generally accepted in the industry and exercised by other persons engaged in performing similar services in the local area.  You may not reveal your identity and membership in the PRAInsights™ Payer Advisor Network to a Client without bizi’s prior written consent.

On occasion, bizi including its authorized 3rd-party personnel may reach out to an Advisor to clarify the Advisor’s responses to a survey or an interview to ensure that our Clients are getting the most detailed and robust answers.  We expect an Advisor to respond to such clarification inquiries within 24 hours of receipt with professional due care. Failure to promptly respond may result in your termination from the PRAInsights™ Payer Advisor Network.

PAYMENT

You will be paid for the time specifically allotted to each Project by bizi based on your customary consulting fee rate, as agreed upon in writing by you and us. You may change your consulting fee rate only upon written notice to us and the new rate shall be applicable only to Projects that occur after our receipt of your written notice and our agreement to the consulting fee rate. You may not reveal your billing rates and financial arrangements to Clients without bizi’s prior written consent.  Advisors may be required to provide bizi with their tax identification numbers and will receive a U.S. Internal Revenue Service Form 1099, as required. Payments will be made on a monthly basis, one month in areas, for Projects completed by Advisors during the prior month. 

Time spent by an Advisor to clarify one’s survey or interview responses will NOT be compensated separately. 

INDEPENDENT CONTRACTOR STATUS

It is understood and agreed that any services performed by you under these Terms & Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on bizi’s behalf or to represent that you have any such authority. You shall not be deemed to be an employee of bizi or any of its Clients and you shall not be entitled to any benefits provided by either bizi or any of its Clients. You shall not identify yourself to any person or entity as an employee of bizi or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms & Conditions. Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, bizi or its Clients. You represent that you are joining PRAInsights™ Payer Advisor Network in your individual capacity and not as an agent or representative of any entity or individual (including, without limitation, any investment adviser), unless otherwise agreed in writing between bizi and such entity or individual.

TERMINATION

You may terminate your membership in PRAInsights™ Payer Advisor Network at any time by providing us with written notice. Your termination shall be effective either (i) upon receipt if you are not currently performing any Projects; or (ii) upon completion of your services on any Project that you are currently performing.  Likewise, bizi may terminate your membership in PRAInsights™ Payer Advisor Network at any time and for any reason without providing notice. Termination shall not relieve either party of its obligations under these Terms & Conditions intended to survive termination, which include, but are not limited to: Privacy, Application of the Terms & Conditions, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Arbitration, Governing Law and Venue and Miscellaneous.

NON-SOLICITATION

You agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee or contractor of bizi or any Advisor whom you are introduced to by us.

INTELLECTUAL PROPERTY

"Deliverables" means all documents, work product, and other materials (including, ideas, opinions and data) that are delivered to Bizi or a Client hereunder or prepared by or on behalf of you in the course of performing a Project or otherwise in your performance of services under this Agreement. "Intellectual Property Rights" means all (a) patents, patent disclosures, and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world. Pre-Existing Advisor Material means any materials that you created prior to, or independently of, any Project.

You are solely responsible for the content that you share or create in connection with your performance of services hereunder.  Bizi (or the Client requesting the Deliverable) is, and shall be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all Intellectual Property Rights therein. You agree that with respect to any Deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such Deliverables are hereby deemed a "work made for hire" for Bizi (or the Client requesting the Deliverable). To the extent that any of the Deliverables do not constitute a "work made for hire", you hereby irrevocably assign without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. You irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the Deliverables. You shall remain, the sole and exclusive owners of all right, title, and interest in and to any Pre-Existing Advisor Material, including all Intellectual Property Rights therein. However, You hereby grant to bizi and any Client requesting the Project a perpetual, world-wide, royalty-free, and transferable license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Advisor Material to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables for any and all purposes. For purposes of clarity and without limiting the foregoing, you further agree that bizi and each Client is free to use any ideas, concepts, know-how, or techniques contained in any Deliverable for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.

INDEMNIFICATION

You agree to indemnify and hold harmless bizi and its affiliates, and their respective officers, directors, employees, members, managing members, managers, contractors, agents, representatives, successors and assigns (collectively, the “bizi Parties”) from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with (i) the services you perform under this Agreement; (ii) your gross negligence or willful misconduct; (or) (iii) your breach or violation of any and all provisions of these Terms & Conditions.

LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL BIZI PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS AN ADVISOR, OR YOUR INTERACTIONS OTHERWISE WITH BIZI PARTIES OR CLIENTS. BIZI PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF BIZI PARTIES ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES PAID BY BIZI TO YOU HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.

BIZI agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services under these Terms & Conditions, so long as such damages do not arise out of or relate to a failure by you to comply with these Terms & Conditions, or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this Section constitute the “Limitation of Liability.”

ARBITRATION, GOVERNING LAW AND VENUE

The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the State of New Jersey without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW JERSEY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New Jersey.

MISCELLANEOUS

We may modify these Terms & Conditions from time to time by posting the modification(s) on our website, www.bizianalytics.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Advisor in PRAInsights™ Payer Advisor Network in accordance with the Termination Section above. If you continue to participate as an Advisor after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. The foregoing notwithstanding, bizi may assign these Terms and Conditions and any of the rights, interest, or obligations, in whole or in part, without your consent to any its Affiliate or to a third-party successor to substantially all of the business to which these Terms and Conditions relate, whether in a merger, sale of stock, sale of assets or other transaction.  These Terms & Conditions shall be binding upon and inure solely to the benefit of you and bizi, the bizi Parties and Clients of bizi. As used in these Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.