CLIENT SERVICES AGREEMENT

Last Updated: August 21st, 2018

OnFrontiers website (“Website”) provides an online introduction, booking and payment platform through which individuals with experience in a particular industry, sector or geographic region, who register as an expert on the Website (each, an “Expert”) offer consultation and other services (“Consultation”) to individuals and entities seeking information, who purchase Credits on the Website (each, a “Client”).

This Client Services Agreement applies to all Clients in connection with their use of the Website and the introduction, booking and payment services and other utilities and services made available through the Website, including without limitation any Consultations (collectively, the “Services”).

  1. Purchase of Credits Constitutes Agreement; Scope of Services

1.1       Client agrees that, at the time that Client first purchases Credits from OnFrontiers, Client indicates by such purchase that Client agrees to the terms and conditions of this OnFrontiers Client Services Agreement with OnFrontiers, Inc. (“OnFrontiers”), as well as to the terms of the OnFrontiers Privacy Policy  and OnFrontiers Fee Policy, as may be in effect from time to time (collectively, the “Agreement”). OnFrontiers will provide Client the Services pursuant to the terms of the Agreement.

1.2       Client acknowledges and agrees that the terms of this Client Services Agreement may change from time to time and that Client will be bound by such changes as of their effective date. No changes or updates in terms will be retroactive, and applicable fees are locked in at the time of booking. It is the responsibility of Client to check back on OnFrontiers website from time to time for updates to this policy. If Client does not agree with any change in terms, Client must immediately cease receiving Consultation and promptly notify OnFrontiers by emailing hello@onfrontiers.com.

1.3       OnFrontiers seeks to verify the credentials of all Experts who participate in the Services. However, the Services are intended as an information resource and not an advisory service. As with any information resource, it is your responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

1.4       Client acknowledges that each Expert has the right to decline to answer questions at his or her discretion.  In order to reduce the risk of confidential information disclosures, Client agrees not to probe into topics related to an Expert’s current employer and to not probe into other aspects of the Expert’s experience Client knows, or should reasonably expect, to be confidential or proprietary.

  1. Responsibility for Use of Client Account

2.1       Where Client is an entity or organization, Client may authorize multiple users to access and utilize Client’s OnFrontiers account (each user, a “Team Member”).  Each Team Member will be required to register on the Website and agree to the terms and conditions of OnFrontiers Terms of Use, prior to accessing and utilizing Client’s OnFrontiers account.

2.2       Client is responsible to ensure that each Team Member who accesses Client’s account is familiar with and abides by the terms and conditions of this Client Services Agreement. Client shall be responsible for any Team Member’s failure to comply with the terms and conditions of this Client Services Agreement, the Terms of Use or the Privacy Policy.

2.3       Client agrees to be responsible for and bound by all acts and omissions of Team Members in the course of Team Members’ use of Client’s OnFrontiers account, including without limitation Team Members’ purchase of Credits and booking of Consultations.

  1. Fees

3.1       Client agrees to pay for all Services booked through the Website by Client at the rates set forth on OnFrontiers Website and pursuant to the terms and conditions of OnFrontiers Client Fee Policy, as each may be in effect as of the time a booking is made. Client agrees that OnFrontiers Client Fee Policy may change from time to time and it is Client’s obligation to check the Website prior to booking to confirm the fees, terms and conditions then in effect.

3.2       OnFrontiers will pay Experts on behalf of Client, within five (5) New York business days of completion of services by Expert, for all services that are pre-paid by Client, and booked and received by Client through the Website. OnFrontiers will also pay Experts on behalf of Client for Permitted Off-Platform Services, pursuant to Section 8.2 hereof. OnFrontiers will not be responsible to pay an Expert for any services received by Client for which Client has not deposited payment with OnFrontiers.

3.3       Unless otherwise expressly agreed by OnFrontiers in writing, Client will not pay Expert directly for any services booked by Client through the Website.

  1. Client-Expert Engagement Agreement

4.1       If Client makes a booking with an Expert through the Website, Client agrees that, as between Client and Expert, the terms applicable to the services performed by Expert as a result of such booking shall be as set forth in OnFrontiers Client-Expert Engagement Agreement, unless Client and Expert otherwise agree in writing. If Client does not wish the terms of the Client-Expert Participation Agreement to apply to a particular booking, prior to making such booking Client should contact OnFrontiers in writing at hello@onfrontiers.com to make alternative arrangements.

  1. Client Consent to Recording of Consultations; Use of Recordings and Transcriptions

Client acknowledges and agrees that Client’s Consultations with an Expert may be recorded and preserved by OnFrontiers, and used by OnFrontiers for quality control, or for the purpose of creating transcriptions. Client agrees that in the event Client receives copies of such recordings or transcriptions, Client will use the recordings and transcriptions for such purposes as Client may see fit, provided that Client shall not externally publish or broadcast the recordings, transcriptions or any portion thereof for general public consumption.

  1. Limitation of Liability; Indemnification

6.1       Client agrees that information that Client obtains through the Website or Services, including without limitation through a Consultation, may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which the information is used. Client is solely responsible for how or whether to use any information obtained through the Website or Services, and agrees that OnFrontiers is not responsible for any damages or harm that may be incurred by Client, Client’s business or organization, or a third party from use of, or reliance on, information, content, a translation, transcription, or other services obtained through the Website or Services.

6.2       TO THE EXTENT PERMITTED BY LAW, ONFRONTIERS DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

6.3       ONFRONTIERS SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE WEBSITE OR THE SERVICES.

6.4       UNDER NO CIRCUMSTANCES WILL ONFRONTIERS’ LIABILITY TO CLIENT OR ANY THIRD PARTY FOR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE OR SERVICES EXCEED EITHER (A) $5,000, OR (B) THE TOTAL FEES PAID BY CLIENT TO ONFRONTIERS IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GIVES RISE TO THE CLAIM, WHICHEVER IS LESS, WHETHER OR NOT ONFRONTIERS KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

6.5       Client agrees to indemnify OnFrontiers for any damages incurred by OnFrontiers arising out of or in connection with Client’s breach of (i) applicable law; or (ii) any term or condition of this agreement.

6.6       This Section 6 will survive termination of this agreement for any reason.

  1. Publicity

7.1       Client agrees that OnFrontiers may publish Client’s name and logo among a list of OnFrontiers’ clients on the OnFrontiers website, unless otherwise requested by Client in writing by email to hello@onfrontiers.com.

7.2       This Section 7 shall survive termination of this agreement for any reason.

  1. Non-Circumvention

8.1       Client Will Not Accept, or Solicit Any Expert to Provide, “Off-Platform” Services. Client agrees that, except as otherwise permitted pursuant to Section 8.2 below, for a period of one (1) year following the date of introduction through the Services of Client to an Expert, Client will not directly or indirectly solicit or employ, or attempt to solicit or employ, such Expert to work or provide services or information of any kind, to or on behalf of Client or any third party, other than as may be booked, paid for, and received through the Website. (Services which are not booked, paid for, and received through the Website are referred to herein as “Off-Platform Services”).

8.2       Notwithstanding the foregoing, where prior to commencing such services, Client and the relevant Expert obtain and enter into a written Consent to Off-Platform Services from OnFrontiers, Client may from time to time receive services from Expert other than through the Website, subject to Client and Expert entering into a written agreement or statement of work for such services (an “Off-Platform Agreement”), a copy of which shall be provided to OnFrontiers, and Client’s payment(s) to Expert for such services being made exclusively through On-Frontiers (“Permitted Off-Platform Services”). Client agrees to pay OnFrontiers a fee for Expert matching and payment platform services associated with Permitted Off-Platform Services, pursuant to the terms and conditions of the OnFrontiers’ Client Fee Policy as may be in effect as of the date of the Off-Platform Agreement, as well as such other fees and charges as may be agreed pursuant to the Consent to Off-Platform Services. Where payment for Off-Platform Services is facilitated by OnFrontiers, OnFrontiers will pay Expert for such Off-Platform Services within five (5) New York business days of receipt of the payment funds by OnFrontiers from Client.

8.3       In the event that Client does engage an Expert to provide Off-Platform Services in violation of this Section 8, and a specific project-based waiver for this Expert has not been previously provided by OnFrontiers in writing, Client agrees to pay OnFrontiers an Expert Solicitation Fee in the amount of USD $10,000, within fifteen (15) calendar days of Expert agreeing to perform such Off-Platform Services.

8.4       This Section 8 shall survive termination of this Client Services Agreement for any reason.

  1. Term of Client Services Agreement

9.1       This Client Services Agreement will continue in effect, and apply to all Services and Consultations received by Client, until terminated by either OnFrontiers or Client pursuant to the terms hereof.

9.2       OnFrontiers may terminate this agreement at any time, with or without notice to Client.

9.3       Client may terminate this agreement upon seven (7) calendar days’ written notice to OnFrontiers, which notice shall be sent by email to hello@onfrontiers.com.

9.4       Within fifteen (15) calendar days from the date of termination for any reason, Client shall pay OnFrontiers pursuant to the terms hereof any outstanding amounts due from Client for Services received by Client prior to the date of termination.

  1. Governing Law; Jurisdiction and Venue

10.1     This Client Services Agreement shall be governed by the laws of the State of New York, USA, without regard to the conflicts of law provisions of any jurisdiction.

10.2     To the extent that any lawsuit is permitted under this Client Services Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of New York, USA