EXPERT PARTICIPATION AGREEMENT

Last Updated: April 1st, 2021

The OnFrontiers platform (“Platform”) is a web-based platform made available by OnFrontiers, Inc. (“OnFrontiers”) that empowers businesses and organizations to create and manage databases of expert employees and consultants (each, an “Expert” or “you”), and to match with, and book and receive consultations from, those Experts (“Consultations”). The OnFrontiers Platform also facilitates introductions and Consultations between independent experts and Consumers.

By submitting a request to register an Expert Profile on the OnFrontiers Platform, you agree to be bound by the terms of this Expert Participation Agreement with OnFrontiers.

Not all terms of this Agreement apply to all Experts. Which terms of this Agreement apply to you depends upon what type(s) of Expert community (Knowledge Network, Expert Pool, or Marketplace) you participate in. To see which terms apply to you, please review the section(s) of this Expert Participation Agreement for the type of community or communities in which you participate.

Capitalized terms that are used but not defined herein have the meanings set out in the OnFrontiers Standard Definition Schedule.

KNOWLEDGE NETWORKS

1. Joining a Knowledge Network on the OnFrontiers Platform; Compliance Screening

1.1 Experts may join a Knowledge Network only at the direction, invitation or approval of the Network Curator.  Typically, an Affiliated Expert joins a Knowledge Network by consenting to the registration of an Expert Profile that has been created on behalf of the Affiliated Expert by their Affiliated Network Curator. Network Experts may also include Unaffiliated Experts who receive an invitation from the Network Curator to participate in the Network, but create their own Expert Profile for this purpose or consent to a pre-existing Expert Profile being registered in the Knowledge Network.

1.2 The relationship between a Network Curator and Affiliated Experts (including terms of payment) is governed by an Off-Platform employment or consulting agreement between the Network Curator and the Affiliated Network Expert. The relationship between a Network Curator and Unaffiliated Experts is governed by the Network Expert Agreement which is agreed On-Platform.

1.3 All Experts are required to successfully complete basic legal compliance training (conducted On- Platform) prior to use of the OnFrontiers Platform, and periodically thereafter.

Data Privacy

2.1 Expert agrees to be bound by the terms and conditions contained in the OnFrontiers Privacy Policy.

Payment

3.1 Affiliated Network Experts are paid by the Network Curator Off-Platform for Consultations performed in the Knowledge Network, pursuant to the terms of their Off-Platform employment or independent contractor agreement.

3.2 Unaffiliated Experts who participate in a Knowledge Network are paid by the Network Curator via the OnFrontiers Platform for Consultations Performed in the Knowledge Network, pursuant to the terms of the Network Expert Agreement and OnFrontiers Payment Policy.

3.2 Expert agrees that OnFrontiers is not responsible for any payments to Expert for services rendered by such Expert to or on behalf of a Network Curator, except that OnFrontiers shall be responsible to transmit payment to Expert, when Network Curator makes payment to Expert via the OnFrontiers Platform.

Term and Termination of Expert Participation Agreement

4.1 With respect to Expert’s participation in a given Knowledge Network, this Expert Participation Agreement will commence on such date as Expert may register in the Knowledge Network and will automatically terminate upon termination of either (a) Affiliated Expert’s Off-Platform employment or consulting agreement with the Network Curator or (b) Unaffiliated Expert’s Network Expert Agreement, as the case may be.

Indemnification

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

5.2 Unaffiliated Expert shall indemnify OnFrontiers for any taxes, excises and other governmental charges (except taxes on or measured by the net income of OnFrontiers) that OnFrontiers may be required to pay with respect to performance of this Agreement, except as may otherwise be provided by law.

Governing Law; Jurisdiction and Venue
6.1 This Expert Participation Agreement shall be governed by the laws of the State of New York, USA, without regard to the conflict of law provisions of any jurisdiction.
6.2 To the extent that any lawsuit is permitted under this Expert Participation 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.

Assignment and Sub-Contracting.  No part of any Consultation that you agree to perform on the OnFrontiers Platform may be assigned or sub-contracted, in whole or in part, by you to a third-party without OnFrontier’s prior written consent.

 

EXPERT POOLS
1. Joining an Expert Pool on the OnFrontiers Platform; Compliance Screening

1.1 Experts may join an Expert Pool at the direction or invitation of a Pool Curator or Pool Partner or at the approval of a Pool Curator. Typically, Affiliated Experts join an Expert Pool by consenting to the registration of an Expert Profile that has been created on behalf of the Affiliated Expert by their Affiliated Pool Curator or Affiliated Pool Partner. Network Experts who are Unaffiliated Experts typically create their own Expert Profile for this purpose or consent to a pre-existing Expert Profile being registered in a particular Expert Pool.

1.2 The relationship between a Pool Curator or Pool Partner and their respective Affiliated Experts (including terms of payment) is governed by an Off-Platform employment or consulting agreement between the Pool Curator or Pool Partner and such Pool Experts. Participation in an Expert Pool by an Unaffiliated Expert is governed by an On-Platform Pool Expert Agreement between such Expert and the Pool Curator.

1.3 All Experts are required to successfully complete basic legal compliance training (conducted On-Platform) prior to use of the OnFrontiers Platform, and periodically thereafter.

Data Privacy

2.1 Expert agrees to be bound by the terms and conditions contained in the OnFrontiers Privacy Policy.

Payment

3.1 Affiliated Experts who participate in an Expert Pool are paid Off-Platform for Consultations performed in the Expert Pool, pursuant to the terms of their Off-Platform employment or independent contractor agreement with their Affiliated Pool Curator or Affiliated Pool Partner.

3.2 Unaffiliated Experts who participate in an Expert Pool are compensated by the Pool Curator via the OnFrontiers Platform, for services rendered in the Expert Pool, pursuant to the terms of the Pool Expert Agreement and OnFrontiers Payment Policy.

3.3 Expert agrees that OnFrontiers is not responsible for any payments to Expert for services rendered by such Expert to or on behalf of a Pool Curator or Pool User, except that OnFrontiers shall be responsible to transmit payment to Expert, when Pool Curator or Pool Partner makes payment to Expert via the OnFrontiers Platform.

Term and Termination of Expert Participation Agreement

4.1 With respect to Expert’s participation in a given Expert Pool, this Expert Participation Agreement will commence on such date as Expert may register in the Expert Pool and will automatically terminate upon termination of the first to occur of (a) termination of Pool Curator’s agreement as a Customer with OnFrontiers, or (b) termination of either Affiliated Expert’s Off-Platform employment or consulting agreement with the Pool Curator or Pool Partner or Unaffiliated Expert’s Pool Expert Agreement, as the case may be.

Indemnification

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

5.2 Unaffiliated Expert shall indemnify OnFrontiers for any taxes, excises and other governmental charges (except taxes on or measured by the net income of OnFrontiers) that OnFrontiers may be required to pay with respect to performance of this Agreement, except as may otherwise be provided by law.

Governing Law; Jurisdiction and Venue
6.1 This Expert Participation Agreement shall be governed by the laws of the State of New York, USA, without regard to the conflict of law provisions of any jurisdiction.
6.2 To the extent that any lawsuit is permitted under this Expert Participation 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.

Assignment and Sub-Contracting.  No part of any Consultation that you agree to perform on the OnFrontiers Platform may be assigned or sub-contracted, in whole or in part, by you to a third-party without OnFrontier’s prior written consent.

 

THE ONFRONTIERS MARKETPLACE
1. Joining the OnFrontiers Marketplace; Compliance Screening

1.1 To join the OnFrontiers Marketplace, an expert submits an Expert Profile for consideration and approval by OnFrontiers.  OnFrontiers may accept or reject an expert’s application to register an Expert Profile in the Marketplace, at OnFrontiers’ sole discretion.

1.2 Expert acknowledges and agrees that the terms of this Expert Participation Agreement may change from time to time and that Expert will be bound by such changes as of their effective date. No changes or updates in terms will be retroactive.  OnFrontiers will notify Expert of any changes to this agreement by emailing Expert at the email address provided by Expert to OnFrontiers at the time of registration, or later updated to OnFrontiers by Expert through Expert’s OnFrontiers profile settings. Because email may sometimes be unreliable, Expert additionally agrees to check back on the OnFrontiers Marketplace from time to time for updates to this agreement. If Expert does not agree with any change in terms, Expert must immediately cease to participate in the Marketplace and promptly notify OnFrontiers by emailing hello@onfrontiers.com.

1.3 Expert agrees that OnFrontiers may from time to time conduct compliance screening to verify information provided by Expert to OnFrontiers and to confirm Expert’s compliance with the terms of this agreement. As part of compliance screening, Expert acknowledges and agrees that OnFrontiers, itself or through a third party, may conduct background checks on Expert to confirm Expert’s professional and educational history, and other information provided by Expert to OnFrontiers. Expert authorizes OnFrontiers to conduct such compliance screening and to disclose such information about Expert (including personally identifiable information) as may be reasonably necessary in connection with the same.

1.4 Experts acknowledge and agree that, to generate maximum Consultations for Experts, Expert Profiles of Marketplace Experts are discoverable by Google and other search engines. Expert may elect to make Expert’s Expert Profile undiscoverable by Google and other search engines, either when creating an Expert Profile or subsequently through Expert’s Marketplace dashboard. Once an Expert Profile is discoverable by a search engine, it may take four weeks  or longer for that search engine to implement any change making it non-discoverable.

1.5 All Experts are required to successfully complete basic legal compliance training (conducted On- Platform) prior to use of the OnFrontiers Platform, and periodically thereafter.

Covenants, Representations and Warranties

2.1 Expert will at all times comply with OnFrontiers’ Marketplace Expert Consulting Guidelines in connection with Expert’s participation in the OnFrontiers Marketplace.

2.2 Expert represents and warrants that the entering into, and performance of, this Expert Participation Agreement and any Marketplace Expert Agreement, by Expert, shall not:

(a) Result in any conflict of interest or likely perceived conflict of interest on the part of Expert;

(b) Cause Expert to be in breach of any agreement with or legal obligation to any person or entity, including without limitation a present or past employer or client of Expert;

(c) Cause Expert to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity, including without limitation a present or past employer or client of Expert;

(d) Result in the disclosure of any confidential or proprietary information;

(e) Violate any law, rule or regulation.

2.3 Expert shall decline, or immediately discontinue, to provide services to a Consumer which would, or in likelihood may, result in a violation of any of the conditions set forth in Section 2.2 above.

2.4 Expert (i) is not a government official or employee, or (ii) is a government official or employee but has disclosed such status to OnFrontiers in writing and received written consent from OnFrontiers to offer Expert services through the Marketplace despite such status. If Expert is a government official or employee, Expert shall additionally disclose to Expert’s employer Expert’s intention to consult in the OnFrontiers Marketplace and obtain such employer consent as may be required, prior to performing any Consultation.

2.5 Expert has never been (i) convicted of or charged with any felony; (ii) the target or subject of any regulatory or enforcement proceeding; or (iii) excluded, suspended or otherwise not permitted to participate in U.S. government or state programs, including, without limitation, under the OFAC Specially Designated Nations list or the GSA Excluded Parties List System.

2.6 Should Expert’s status change with respect to any of the representations and warranties contained in this Section 2, Expert shall immediately cease to provide Services to any Consumer and notify OnFrontiers in writing, providing reasonable details as to the timing and nature of such status change.

2.7 Expert is solely responsible for the accuracy and completeness of biographical information about Expert that Expert provides to OnFrontiers and Consumers (“Biographical Information”). Expert agrees to provide OnFrontiers and Consumers only accurate and up-to-date Biographical Information, including without limitation, information regarding Expert’s employment history and any conflicts or restrictions on Expert’s ability to consult. Expert will promptly update OnFrontiers if any of Expert’s Biographical Information changes.

2.8 If Expert is a government official or employee, Expert shall disclose this fact to OnFrontiers in writing at the time Expert registers to become an Expert. If Expert becomes a government official or employee after the date of Expert’s registration as an Expert, Expert shall immediately notify OnFrontiers by emailing hello@onfrontiers.com of such change in status.

2.9 OnFrontiers makes no representation regarding the frequency or quality of consultation requests Experts may receive through the OnFrontiers Marketplace.

2.10 Expert acknowledges and agrees that Expert’s Consultations with a Consumer may be recorded and preserved by OnFrontiers, and used by OnFrontiers for quality control, or for the purpose of creating transcriptions. Expert agrees that OnFrontiers may provide Consumer copies of such recordings and transcriptions for Consumer’s internal use.

Consultation and Rates; OnFrontiers’ Right to Mark Up

3.1 OnFrontiers may charge Consumers for Consultation booked through the Marketplace at such rate in excess of the Expert Rate as OnFrontiers in its sole discretion shall determine.  OnFrontiers shall be entitled to retain the difference between the Expert Rate and the Consumer Rate, as compensation to OnFrontiers for making the Marketplace available to Expert.

3.2 Expert shall not disclose the Expert Rate to any Consumer without the prior express written consent of OnFrontiers. This term shall survive termination of this agreement for any reason.

Payment to Expert

4.1 Experts providing Consultations in the OnFrontiers Marketplace will receive payment via OnFrontiers pursuant to the terms of this Expert Participation Agreement and OnFrontiers Expert Payment Policy.

Marketplace Expert Agreements

5.1 If Expert accepts a booking made by a Consumer through the Marketplace, Expert agrees that, as between Expert and Consumer, the terms applicable to the Consultation performed, or Opportunity Call engaged in, by Expert as a result of such booking shall be as set forth in the OnFrontiers Marketplace Expert Agreement, unless Expert and Consumer otherwise agree in writing. If Expert does not wish the terms of the Marketplace Expert Agreement to apply to a particular booking through the Marketplace, prior to accepting such booking Expert must contact OnFrontiers in writing at hello@onfrontiers.com to make alternative arrangements.

5.2 The OnFrontiers’ Marketplace Expert Agreement is a template of basic legal terms which parties may agree in connection with services provided by Expert to a Marketplace Consumer. Expert agrees that OnFrontiers agreement templates are provided as a convenience to users, and OnFrontiers makes no representations or warranties as to the legal or commercial adequacy of such agreement for users’ purposes. Parties are free to agree additional or alternative terms between them and are not required to use OnFrontiers’ agreement templates for services performed by an Expert. Experts are strongly advised to consult with their own legal counsel as to the suitability and sufficiency of OnFrontiers agreement templates for Expert’s purposes.

Non-Circumvention

6.1 Expert Will Not Offer or Provide “Off-Marketplace” Services. Unless permitted pursuant to Section 6.3 below, where an Expert’s initial introduction to a particular Consumer is through the Marketplace, Expert agrees that:

(a) for a period of one (1) year following the date of introduction of Expert to such Consumer, Expert will not:

(i) directly or indirectly offer or provide, or attempt to offer or provide, services or information of any kind, to or on behalf of a Consumer or any third party that is related to or associated with Consumer; or

(ii) respond to or accept from Consumer any offer or solicitation to perform Off-Platform services, which offer or solicitation is the direct or indirect result of an introduction of Expert and Consumer that occurred via the OnFrontiers Marketplace; and

(b) in the event that Expert is unclear as to whether or not Off-Platform services are permitted with respect to a particular Consumer, Expert shall contact OnFrontiers for confirmation by emailing hello@OnFrontiers.com prior to performing such Off-Platform services.

6.2 In the event that Expert provides Off-Platform services in violation of Section 6.1, Expert agrees to pay OnFrontiers a Circumvention Fee in the amount of USD $5,000, within fifteen (15) calendar days of Expert agreeing to perform such Off-Platform services.

6.3 Notwithstanding anything to the contrary otherwise contained herein, nothing herein shall be construed to prevent Expert from providing Off-Platform services where:

(a) Consumer is a Network Curator and Expert has joined the Consumer’s Knowledge Network; or

(b) Consumer is a Pool Curator or Pool Partner and Expert has joined the Consumer’s Expert Pool; or

(c) prior to commencing such services, Expert and the relevant Consumer obtain and enter into a written Consent to Off-Platform Services from OnFrontiers.  OnFrontiers agrees to provide such Consent where Expert is already subject to an existing contract to provide services to Consumer at the time of introduction of Expert and Consumer via the OnFrontiers Marketplace, and otherwise as OnFrontiers may deem reasonable on a case by case basis.

6.4 This Section 6 shall survive termination of this Expert Participation Agreement for any reason.

Relationship of OnFrontiers and Expert

OnFrontiers is making certain web-based software available to Expert, in the form of the OnFrontiers Platform.  In some instances, OnFrontiers may provide payment or others services to Expert, on behalf of OnFrontiers’ Customers. Expert agrees that nothing herein shall be interpreted or construed as establishing an employment or agency relationship, joint venture, or partnership between OnFrontiers and Expert.

Term and Termination of Expert Participation Agreement

8.1 With respect to Expert’s participation in the OnFrontiers Marketplace, this Expert Participation Agreement will commence on such date as OnFrontiers may confirm that Expert’s application to register as an Expert in the Marketplace has been accepted by OnFrontiers, and continue until terminated by either OnFrontiers or Expert, pursuant to the terms of this Section 8.

8.2 OnFrontiers may terminate this agreement at any time, with or without notice to Expert.

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

8.4 In the event of termination, OnFrontiers shall pay Expert pursuant to the terms hereof for services performed by Expert and accepted by Marketplace Consumer prior to the date of termination. This Section 8.4 shall survive termination of this agreement for any reason.

Non-Disclosure

9.1 Unless Expert is an employee of Consumer pursuant to an Off-Platform employment agreement or otherwise expressly agreed by a Marketplace Consumer in writing, Expert shall not disclose to any party, other than OnFrontiers employees or approved Marketplace Consumer team members: (i) the existence of any agreement between Expert and such Consumer or the terms thereof, or (ii) the details of any information received by Expert from Consumer in the course of performing Services on behalf of such Consumer, or (iii) the nature of the subject areas, issues or questions in connection with which such Consumer seeks or sought Services from Expert.

9.2 This Section 9 shall survive termination of this agreement for any reason.

Indemnification

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

10.2 Expert shall indemnify OnFrontiers for any taxes, excises and other governmental charges (except taxes on or measured by the net income of OnFrontiers) that OnFrontiers may be required to pay with respect to performance of this Agreement, except as may otherwise be provided by law.

Governing Law; Jurisdiction and Venue
11.1 This Expert Participation Agreement shall be governed by the laws of the State of New York, USA, without regard to the conflict of law provisions of any jurisdiction.
11.2 To the extent that any lawsuit is permitted under this Expert Participation 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.

12. Assignment and Sub-Contracting.  No part of any Consultation that you agree to perform on the OnFrontiers Platform may be assigned or sub-contracted, in whole or in part, by you to a third-party without OnFrontier’s prior written consent.