EXPERT PARTICIPATION 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”).

  1. Expert Bound by Expert Participation Agreement; Compliance Screening

1.1           Expert agrees that, by registering to become an Expert on the OnFrontiers Website, Expert agrees to the terms and conditions of this OnFrontiers Expert Participation Agreement with OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”).

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. It is the responsibility of Expert to check back on OnFrontiers website from time to time for updates to this policy. If Expert does not agree with any change in terms, Expert must immediately cease to provide Consultation 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. Covenants, Representations and Warranties

2.1           Expert will at all times comply with OnFrontiers Expert Consulting Guidelines in connection with Expert’s performance hereunder.

2.2           Expert represents and warrants that the entering into, and performance of, this Expert Participation 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 Client 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 Website despite such status.

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 Client 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 information that Expert provides to OnFrontiers (“Advisor Information”). Expert agrees to provide OnFrontiers and Clients only accurate and up-to-date biographical information about Expert, 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 Advisor 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 Website.

2.10        Expert acknowledges and agrees that Expert’s Consultations with a Client 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 Clients copies of such recordings and transcriptions for Client’s internal use.

  1. Consultation and Rates; OnFrontiers’ Right to Mark Up

3.1           If OnFrontiers accepts Expert’s registration to serve as an Expert, Expert may offer Consultation through the Website pursuant to the terms of OnFrontiers Website Terms of Use and this OnFrontiers Expert Participation Agreement.

3.2           At the time Expert applies to become an Expert, Expert shall set the hourly rates denominated in US Dollars, at which Expert shall provide Consultation (the “Expert Rate”). Expert may change the Expert Rate from time to time, by updating Expert’s settings on the OnFrontiers website.

3.3           OnFrontiers will pay Expert for Consultations performed by Expert, which are booked through the Website, and paid for, by a Client, based upon the duration of the Consultations performed, as follows:

  • 0-15 minutes- 25% of Expert Rate;
  • Time spent beyond the first 15 minutes will be calculated and paid as a pro rata portion of the Expert Rate, based on 5 minute increments.

Notwithstanding anything to the contrary otherwise contained herein, except in cases expressly approved by OnFrontiers in writing, government officials and employees may not earn fees for Consultation.

3.4           In the event a booked Consultation is cancelled by Client fewer than 24 hours prior to the scheduled start-time, or Client is a “no show” for a booked Consultation, Expert shall be entitled to receive 25% of the fee that would have been payable to Expert had the booked Consultation taken place.

Expert shall not be entitled to compensation in the event that a booked Consultation is cancelled by Client at least 24 hours prior to the scheduled start-time.

The Expert Rate payable by OnFrontiers for Consultation shall be the Expert Rate that was in effect at the time the booking for such Consultation is made by Client.

3.5           OnFrontiers will not compensate Experts for time expended by Expert on Consultation in excess of time which is booked by a Client through the Website.

3.6           OnFrontiers may charge Clients for Consultation booked through the Website at such rate in excess of the Expert Rate as OnFrontiers in its sole discretion shall determine (the “Client Rate”).  OnFrontiers shall be entitled to retain the difference between the Expert Rate and the Client Rate, as compensation to OnFrontiers for making the Website available to Expert.

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

  1. Payment to Expert

4.1           Experts are paid through OnFrontiers’ third-party payout provider, Hyperwallet Systems, Inc. (“Hyperwallet”), through Hyperwallet’s Paylution portal.  OnFrontiers will set up a Hyperwallet Palution account at https://onfrontiers.paylution.com which Expert must verify to receive payment. Terms and conditions of use of the Hyperwallet Paylution portal, as well as the applicable data privacy policy, are available on the Hyperwallet Paylution website.

4.2           OnFrontiers will track amounts earned by Expert, in connection with services booked through the Website and performed by Expert.

4.3           For services performed by Expert on behalf of Clients that pre-pay OnFrontiers, within 24 hours after Expert services have been completed and accepted by Client,  Expert’s payment for such services will be added to the balance due to Expert, as reflected in Expert’s OnFrontiers User account.

4.4           For services performed by Expert on behalf of Clients that post-pay OnFrontiers, within thirty (30) calendar days of the date on which OnFrontiers receives payment for such services from Client, Expert’s payment for such services will be added to the balance due to Expert, as reflected in Expert’s OnFrontiers User account.

4.5           Expert may request payment of amounts due at any time, by emailing accounting@onfrontiers.com. Payment requests are processed within five (5) New York business days.

4.6           Once the payment request is processed, Expert will receive an email with a link to the Paylution portal.  On the Paylution portal, Experts can elect to receive funds via a virtual pre-paid card, wire transfer, or ACH.  For the latter two methods, Expert must enter bank account details.  Not all methods are available in all locations.  Wire and ACH transfers involves transaction fees which vary by location of Expert’s bank. Expert may elect to be paid in non-USD currencies where available, otherwise Expert must be paid in USD.  All fees for foreign exchange and bank transfers will be payable by Expert and deducted from the amount Expert is paid. After 90 days, paid but unclaimed balances on an Expert’s Hyperwallet Paylution account will incur a charge by Hyperwallet of $3 per month.  Further information about how the Paylution portal works, and terms and conditions of use, are available on the Paylution portal website.

  1. Client-Expert Engagement Agreement

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

  1. Non-Circumvention

6.1           Expert Will Not Offer or Provide “Off-Website” Services. Expert agrees that for a period of one (1) year following the date of introduction by OnFrontiers of Expert to a Client, Expert will not directly or indirectly offer or provide, or attempt to offer or provide, services or information of any kind, to or on behalf of a Client or any third party that is related to or associated with Client, other than as may be booked and paid for through the Website (services not booked and paid for through the Website are referred to herein as “Off-Platform Services”).

6.2           In the event that Expert does provide Off-Platform Services in violation of this Section, 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 prior to commencing such services, Expert and the relevant Client obtain and enter into a written Consent to Off-Platform Services from OnFrontiers.

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

  1. Relationship of OnFrontiers and Expert

OnFrontiers is providing Client-introduction and payment services to Expert. As such, OnFrontiers is acting as an independent contractor. Nothing herein shall be interpreted or construed as creating or establishing the relationship of employer and employee, agency, joint venture, or partnership between OnFrontiers and Expert.

  1. Term and Termination of Expert Participation Agreement

8.1           This Expert Participation Agreement will commence on such date as OnFrontiers may confirm that Expert’s application to serve as an Expert has been accepted by OnFrontiers, and continue until terminated by either OnFrontiers or Expert, pursuant to the terms hereof.

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 Client prior to the date of termination.

  1. Non-Disclosure

9.1           Unless otherwise expressly agreed by a Client in writing, Expert shall not disclose to any party, other than OnFrontiers employees or approved Client Team Members: (i) the existence of any agreement between Expert and Client or the terms thereof, or (ii) the details of any information received by Expert from Client in the course of performing Services on behalf of Client, or (iii) the nature of the subject areas, issues or questions in connection with which Client seeks or sought Services from Expert.

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

  1. 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.

  1. 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.