Payment Terms

– Full payment is due upon receipt of invoice and must be received prior to advertising launch.

– Once signed, the Work Order is non-refundable except as specified below.

– Cancellation before launch: CSSi retains 30% of the total Work Order amount; remaining balance is held as credit toward a future project.

– Cancellation after launch: CSSi retains 30% of the total Work Order amount and applies remaining advertising balance as future credit.

– Launch delay beyond 90 days: CSSi retains 30% of total Work Order; remaining balance applied upon Client authorization to launch.

Proprietary Rights

All concepts, algorithms, programming, source code, strategies, targeting methodologies, trademarks, creative content, and materials developed by or on behalf of CSSi remain the exclusive property of CSSi.

Client receives a limited, non-exclusive, non-transferable license to use resulting reports and materials solely for the specific study and internal business purposes.

Client shall not copy, distribute, reverse engineer, or reuse CSSi’s materials, technology, or trade secrets beyond this project without prior written consent.

Confidentiality and Data Protection

Each party shall maintain the confidentiality of all proprietary or sensitive information exchanged under this Work Order.

CSSi will collect and process referral contact information solely to perform services as described. CSSi is not responsible for the accuracy or completeness of any data submitted by respondents.

CSSi shall not be deemed a processor of personal health information under HIPAA unless specifically agreed in writing; data collected through RSR is limited to contact and basic eligibility information and is not PHI.

Client agrees to handle all referral data in compliance with applicable privacy and data protection laws (e.g., GDPR, CCPA).

Client Responsibilities

– Provide timely review and approval of creative content and pre-screener questions.

– Ensure IRB/EC review and approval of all study-related advertising prior to launch.

– Maintain confidentiality and data security for referral information accessed via the portal.

– Ensure that all Client users are trained and authorized to handle referral data responsibly.

Representations and Warranty Disclaimer

CSSi will perform services in a professional and workmanlike manner consistent with industry standards.

Except as expressly stated, CSSi makes no other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or performance guarantees of enrollment.

Limitation of Liability

CSSi’s total cumulative liability under this Work Order shall not exceed the total fees paid by Client for the affected campaign.

CSSi shall not be liable for any indirect, consequential, incidental, or special damages, including loss of revenue, data, or goodwill.

Indemnification

Client agrees to indemnify and hold harmless CSSi, its officers, employees, and agents from and against any claims, damages, or expenses arising out of (i) Client’s failure to obtain IRB/EC approval, (ii) misuse of referral data, or (iii) Client’s breach of this Work Order or applicable laws.

Term and Termination

Either party may terminate this Work Order with thirty (30) days’ written notice.

Upon termination, CSSi shall be entitled to payment for all services rendered, work performed, and non-cancellable commitments incurred prior to the effective date of termination.

Governing Law

This Work Order shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict of law principles.

Entire Agreement

This Work Order, together with the MSA (if applicable), constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior proposals or communications.