Terms and Conditions of Expert Engagement
THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY.
OVERVIEW AND ACTIVITIES
The Company is providing an opportunity for various individuals (“Experts”) to provide expert advice on various types of projects being overseen by the Company (“Projects”), which may involve telephone consultations and online surveys. Experts may be eligible to participate in additional types of Projects, including Projects that require greater time commitments. Additionally, Experts may be eligible to participate in other non-Project activities and interactions through the Company (“Platform Activities”), such as:
receiving rewards for referring friends and colleagues to Projects and/or Platform Activities;
participating in discussions with the Company and other Experts; and
engaging in other networking and educational opportunities.
By signing these Terms & Conditions, you represent that you have completed all applicable tutorials sent to you in writing by the Company and that you are permitted to engage in applicable Projects.
In particular, you confirm that you are not prohibited or limited in any way from participating in the applicable Project by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as an Expert. It is your responsibility to determine whether you are permitted to join the applicable Project.
As an Expert, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of the Company; (ii) you have no authority to act on behalf of the Company; (iii) you are not eligible for any Company employment benefits based on your participation in the applicable Project; (iv) you shall not identify the Company as your employer; (v) you are joining the applicable Project in your individual capacity and not as a representative or on behalf of any other entity (such as past or present employers), except as otherwise agreed in writing between such entity and the Company; and (vi) the Company, in its sole discretion, may determine your eligibility for membership in the applicable Project.
If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as an Expert.
PARTICIPATION IN A PROJECT
At all times during your participation in a Project, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and all applicable laws and regulations. When engaging in Projects or Platform Activity, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the applicable Project.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
During the course of your participation in the applicable Project you SHALL NOT disclose confidential information, which includes:
Material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;
Non-public or confidential information related to pending government action or inaction;
Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and
Information you believe may be confidential.
Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.
You further agree to the following:
If you are an employee or director of a company, you will not (i) discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics), (ii) accept or engage in any Projects or Platform Activities about that company, or (iii) consult for the Company if you reasonably believe the Company (including any of its affiliates or subsidiaries) to be a direct competitor of that company in each case without the express written consent of the company and the Company;
If you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;
If you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates;
If you are an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;
If you are a lawyer, you will not give legal advice in connection with a Project or Platform Activity, and you do not establish an attorney-client relationship with the Company through Projects or Platform Activities;
You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security; and
You will not record or transcribe, or permit any third party to join (except with prior consent from the Company), your consultations.
Additionally, note that most current government officials and government agency officials worldwide are ineligible to participate in the applicable Project. If you are one of the few Experts who is an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to promptly notify the Company if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.
The Company will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.
You represent that you have not been:
Convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);
Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or
Named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
Further, in the event you are, or have been in the past, accused of a felony or any offense involving dishonesty or deception, or sued for theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action to promptly disclose that information to the Company by emailing firstname.lastname@example.org.
While the Company reserves the right to verify this independently you agree to notify the Company immediately if your status changes with respect to any of these representations.
While you are an Expert and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the applicable Project until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by the Company for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of the Company and its representatives you engage with; (2) information about Projects, including Project invites and lists to which you are granted access; (3) information about any actual or potential business, investment or trading decisions, or transactions of the Company; (4) materials and information provided to you by the Company; or (5) any other nonpublic or proprietary information of the Company (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify the Company, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with the Company in protecting such information to the extent possible under applicable law. Upon request by the Company, you agree to return or destroy all Restricted Information in your possession.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and the identity of the Company solely to secure any required third-party consent to your participation in a Project prior to accepting an invitation for that Project.
Some Projects or Platform Activities are collaborative, and involve working with other Experts. You owe the same duty of non-disclosure to such other Experts as you would to the Company under these Terms & Conditions. Additionally, if during the course of Projects or Platform Activities, you are first introduced to other Experts, you may not, directly or indirectly, solicit those Experts for projects or other engagements outside of the Company without the prior written consent of the Company.
To the extent required to engage in a Project or other Platform Activities, you agree to provide the Company with accurate and complete biographical information, including your current job status and at least two years of employment history, and to promptly update that information as it changes.
The Company may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Expert Profile and any photographs or images you choose to add to your profile, are your “Expert Information.” While the Company may revise Expert Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Expert Information and ensuring its accuracy. You agree not to accept any Project unless your Expert Information is accurate, complete, and current. You understand that the Company and, as applicable, the Company’s third-party partners are entitled to rely on your Expert Information.
You agree that the Company may, if it so chooses, verify your identity, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. The Company may also seek to verify the accuracy of any invoices you submit and confirm the substance of your discussions with the Company. You agree to cooperate with the Company as it conducts background checks and other verifications.
The Company may be required, by law or compliance policies, to disclose certain details of its interactions with you, including your name and the amount you were paid (“Required Disclosures”). You authorize the Company to make Required Disclosures and you agree to provide any additional information necessary to complete any Required Disclosures.
You consent to the Company contacting you by email, telephone, SMS, or otherwise, to process and administer details of your participation in the applicable Project, to provide you with opportunities to participate in Projects or other Platform Activity, to assist with required approvals and consents for Project participation, to comply with applicable laws and compliance policies, and to tell you about the Company’s business.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
Your participation in Projects and Platform Activities is always at your discretion. The Company makes no representation regarding the frequency, quantity, or type of invitations to Projects or Platform Activities you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by the Company or stated in any Project invitation, you will be compensated only for the time you spend interacting on Projects at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Project does not occur. You may not assign Projects or Platform Activities or delegate any portion of your work to others (including without limitation to any other employees of your firm) without the Company’s prior written consent.
All interactions must be set up through the Company or its systems.
COMMUNICATION WITH THIRD PARTIES
In performing Project work, you are not to interact with third parties except with the written authorization of the Company. If authorized to do so, you agree to advise any third party with whom you interact that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:
presenting yourself under false pretenses or pretexts;
describing yourself as working for or on behalf of the Company;
Identifying the Company;
hiring or engaging such person as an agent, subcontractor, or consultant without the Company’s written consent;
soliciting information that you believe the person, if he/she were an Expert, could not disclose under these Terms & Conditions; and
offering, giving, or attempting to give anything of value to anyone without the Company’s written consent.
COMPLIANCE WITH ANTI-CORRUPTION LAWS
You acknowledge that you are aware of, and have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Sapin II, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore when performing work on behalf of the Company, you shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person:
for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;
for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
to improperly induce any person to provide you with information.
NON-SOLICITATION OF COMPANY EMPLOYEES
As a condition to participation in the applicable Project, for a period of one year from the most recent Project, you agree not to knowingly solicit for employment any employee of the Company with whom you engaged with over the course of a Project.
You represent that any materials, regardless of format, that you submit, upload to a the Company website, or otherwise provide To the Company, whether orally or in writing, (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.
CONTENT CREATED FOR THE COMPANY
As part of a Project, you may be asked to create content for the Company (“Project Content”). You hereby assign, convey, and transfer to the Company all right, title and interest in and to the Project Content and agree that any Project Content shall be solely owned by the Company. You further agree to cooperate with and sign all documents reasonably requested by the Company to enable the Company to secure, register and enforce in the U.S. and any foreign countries, copyrights in all works owned by or assigned to the Company. The Company may use Project Content for any purpose, which may include reproduction, disclosure, transmission, publication, broadcast, and posting. Content you create independently of, or prior to, any Project (“Retained Content”, together with Project Content, “Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant the the Company a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content incorporated into any Project Content. Without limiting the foregoing, you agree that the Company is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to the Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for the Company in the course of a Project, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Company.
You further consent to the Company recording and/or transcribing your consultations or other interactions (“Recordings”), and agree that any such Recordings are owned by the Company and may be used by the Company for any purpose. As part of compliance protocols, it is possible the Company may have a professional or independent third party (in addition to the Company’s personnel you will speak with) chaperoning phone consultations. On occasion, their presence may be unannounced (i.e., you will not be notified that they are listening). By signing these Terms & Conditions you consent to consultations being chaperoned and recorded at the Company’s election.
Syndicated Content: You retain ownership to Content that you submit for sale or license to the Company other than in connection with a Project (“Syndicated Content”); however, you provide the Company a limited license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with the Company’s automated search and suggestion systems.
Company Publications: Content that you submit for publication by the Company (“Publications”), other than Syndicated Content, shall be owned by the Company and you shall retain no license to use such Content unless otherwise provided by the Company in the terms of such Publication.
Recordings/Transcriptions: The Company may invite you to participate in a Project for which your image and/or voice may be recorded and/or transcribed (the “Company Recordings') by the Company or its agents, such as at a live meeting, webcast, conference call, conference, interview, or other event. You agree, notwithstanding anything else in these Terms & Conditions, that the Company owns the Company Recordings and has the exclusive right to attribute the Company Recordings to you and to use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display the Company Recordings, in whole or in part, in original form or as edited or modified by the Company, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content License: For all Content other than Project Content, Retained Content, Syndicated Content, and Recordings, you grant the Company a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by the Company, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.
Content Release & Indemnification: You additionally release the Company, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless the Company from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.
You acknowledge that the Company may require you to attest to your compliance with these Terms and Conditions and certain other additional terms and compliance policies after the completion of a Project, including confirmation that during the Project: (1) you did not disclose any confidential, including material nonpublic, information, or any information obtained under a duty of trust, or unlawfully or inappropriately, (2) you did not breach any obligation to a third party, including an employer or former employer, (3) you complied with, and will continue to comply with, the Terms & Conditions of Expertship and the Company’s compliance policies and procedures, and (4) you will not use, or disclose to third parties, any information you have obtained from the Company. You agree to immediately notify the Company if you believe that there was a violation of these requirements by emailing email@example.com. You further agree that by invoicing the Company for any Project, you are attesting to the above conditions related to the Project.
You are responsible for providing your payment details on your Veem profile page (or similar third party payment platform) and keeping such information up-to-date. If you are employed, you must follow your employer’s policies that may relate to payment by the Company. Unless stated otherwise, within 30 days of completion of a Project, unless otherwise agreed in writing, you will receive payment for work you performed on the Project. To the extent any post-project attestations are required in connection with a project, those attestations must be provided in order to receive payment. Payments will be based on the applicable rate agreed upon Project acceptance unless otherwise agreed in writing by the Company or as specified in the Project invitation. For phone consultations you will be compensated for the total number of minutes spent on the phone with the Company (as recorded in the Company’s systems). Any partial minutes will be rounded down to the nearest whole minute. If you or your employer has specified that payments be remitted to your employer, you agree, so long as your relationship with your employer exists or until your employer provides otherwise in writing, that payments will be made to your employer.
Payment terms for Platform Activities, to the extent applicable, will be made in accordance with the terms set forth on the Company's websites regarding the particular Platform Activity or as otherwise agreed in writing by the Company. The Company does, however, reserve the right to combine any payments due to you.
You further understand and agree that you have no right to payment for a Project or Platform Activity to the extent the Company reasonably determines you have violated these Terms & Conditions or the Company's compliance rules, including but not limited to providing incorrect information in your the Company Expert Profile or referring third parties in violation of law or the Company’s referral rules, and to the extent you have already received payment for Projects or Platform Activities involving such violations, the Company shall have the right to recover such payments in full.
The Company may require you to provide additional information (including your Social Security number, date of birth, or equivalent Tax Identification number) about yourself or your employer/company as part of the Company's security procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by phone or through the Company’s (or authorized third party payment platform) websites, not by email. Note that U.S. Experts will receive a U.S. Internal Revenue Service Form 1099 for payments as required. You also agree that all fees imposed on you by any banking institution to process any payment from the Company are your sole responsibility.
Non-U.S. Experts may be asked to confirm such status. Your contract will be with, and you shall receive your payments from, Cold Start Studio LLC, a U.S. entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from the Company, in accordance with applicable law and, if applicable, you agree to provide the Company evidence of such tax payments upon the Company’s request.
Right to Injunction/Limitation on Liability
In no event shall the Company be liable to you or any other party for any damages resulting from or relating to your participation as an Expert, the performance of any services by you as an Expert, the processing of personal data by you, or the business operations of the Company, including without limitation for any incidental, consequential, punitive, or special damages regardless of theory of liability and even if the Company was informed of the possibility of such damages. The Company agrees that for its part it shall not seek to impose on any individual Expert any liability for damages based on his or her performance of services hereunder as an Expert, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the Expert to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Expert that constitutes gross misconduct or violates any applicable law. You are solely responsible for your actions. the Company shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by arbitration before a single arbiter. The arbitration shall be administered by JAMS pursuant to its Streamlined Rules and Procedures. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Expert resides (i) in Europe, in which case such Expert may elect to have the arbitration held in London, England, or (ii) in Asia, in which case such Expert may elect to have the arbitration held in Singapore. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of the Company’s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor the Company shall be entitled to join or consolidate claims by or against other Experts, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and the Company are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York Law without regard to New York’s choice of law rules.
The invalidity or unenforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.
Survival of Certain Provisions
Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the applicable Project at any time upon notice to the Company, and the Company has the unlimited right to terminate or limit your membership in the applicable Project or Platform Activity at any time and for any reason.
By signing an Expert Form (which fully incorporates these Terms & Conditions), you acknowledge and agree that you are making express representations to the Company that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
Last Updated: April 21, 2022