Client represents that: (i) it is solely responsible for results obtained from the use of the Subscription Services by Client and for conclusions drawn from such use; (ii) Medidata shall have no liability for any damage caused by errors or omissions in the Client Data and any information, instructions or scripts provided to Medidata by Client in connection with the Sales Order (including but not limited to the provision of account numbers or indirect tax amounts and withholding tax rates, as applicable), or any actions taken by Medidata at Client’s direction; and (iii) the Subscription Services are not a substitute for the advice of an attorney or tax advisor and do not include any legal, regulatory, accounting or tax advice and Client will rely solely upon its own advisors with respect to any such advice. Client agrees that it continues to remain responsible for working with the sites on the characterization of indirect tax calculations (e.g., whether exempt, zero-rated or taxable) as well as the tax calculation itself.

• Client may be required to enter a direct agreement with a third party Money Transfer Service Provider for Money Transfer Services (defined below). Client’s receipt of the Money Transfer Services, including the Money Transfer Service Provider’s processing of Client’s Data for the Money Transfer Services, will be according to the direct agreement between Client and the Money Transfer Service Provider. The Money Transfer Services are not subcontracted Medidata Services under the Agreement.
• “Money Transfer Services” means the processing of Payments including both domestic and cross border transfers, and U.S. dollar and foreign currency payments, the offering of holding balances and such other services related or incidental thereto. Money Transfer Services are provided by the Money Transfer Service Provider.
• By signing this Sales Order, Client hereby instructs Medidata to provide the Money Transfer Service Provider with Client Data necessary for the performance of the Money Transfer Services by Money Transfer Service Provider on behalf of Client. Client assumes full responsibility for ensuring Client’s use of any Money Transfer Services (as governed by its direct agreement with Money Transfer Service Provider) is in compliance with all applicable laws and regulations, including without limitation any applicable Privacy Laws.

Site Payments – General:

“Active Study Site” means an investigator site which has executed a clinical trial agreement (CTA) with Client and is participating in the study, during the Sales Order term; see also “Payee.”

“Payment” means a batch/collection of costs approved in the Site Payments Application that are unique to a Payee associated with an Active Study Site.

“Payee” means an individual or organization which has an executed CTA with Client and is participating in the study, during the Sales Order term; a “Payee” may be an “Active Study Site.”

Application Services: Site Payments (including Disbursements):

“Disbursement” means the preparation and execution of one or more clinical trial reimbursement(s), including preparation of file for banking network upload, in preparation for funding approval by Client and execution by the banking network.

“Failed Payment” means a Disbursement which was returned after attempted execution due to missing, incorrect, or incomplete banking details provided by Client/Payee.

“High Complexity Country” means any country that legally requires Payments to be made by a local bank or processed by a licensed in-country third party (including, but not limited to, the following countries: Russia, China, Japan and Serbia).

Managed Services: Site Payments (Payment Processing):

“Exceptional Invoice” means an invoice that has more than twenty (20) line items.

“Rejected Payment” means any Payment that cannot be disbursed due to missing, incorrect, or incomplete banking details provided by Client/Payee.

“Re-processed Payment” means any Payment that has to be re-processed due to Rejected Payment or Client request.

Site Payments (Payment Processing) Thresholds and Overage Rates:

In the event Client’s use of the Services during the Sales Order term exceeds the thresholds set forth below, Client shall be charged additional Managed Services fees as set forth in the overage rate column below. Any such additional Managed Services fees shall be included in the subsequent invoices or on a final invoice at the conclusion of the Sales Order term.