Expert Participation Agreement

The OnFrontiers platform (“Platform”) is a web-based human knowledge platform made available by OnFrontiers, Inc. (“OnFrontiers”) to individuals with expert knowledge (“Experts”) and employers. The Platform:

• enables the creation and maintenance of personalized, AI-supported knowledge graphs (“Expert Profiles”) highlighting an Expert’s professional knowledge, experience, and credentials; and 

• publishes such Expert Profiles within a proprietary online marketplace (the “Marketplace”) in order to facilitate discovery by employers, and expand and accelerate an Expert’s professional opportunities both on and off the Platform.

The Platform also empowers employers and potential employers to access, create, and manage databases of Experts (such databases known as “Knowledge Networks” and specialized collections of Experts within a Knowledge Network known as “Expert Pools”), and to book and receive consultations from such Experts (“Consultations”).

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

A. ACCESS TO THE ONFRONTIERS PLATFORM; CREATION OF EXPERT PROFILES

1. Any access to or use of the Platform by an Expert is subject to the terms hereof, as well as to Expert’s acceptance of and compliance with the OnFrontiers Terms of Service and Privacy Policy. By submitting a request to register an Expert Profile on the OnFrontiers Platform, or accessing or modifying an Expert Profile that has been created by someone else about you, you agree to be bound by the terms of this Expert Participation Agreement, as well as OnFrontiers’ Terms of Service and Privacy Policy.

2. An Expert may create and maintain on the Platform an Expert Profile for their own use (a “Expert Profile”), free of charge. OnFrontiers reserves the right to discontinue, at any time and with or without cause, hosting any Expert Profile which is maintained for an Expert’s own use, upon no less than fourteen (14) days written notice to Expert sent to the email or other address for Expert that is contained in the Expert Profile.

B. THE ONFRONTIERS MARKETPLACE

1. Joining the OnFrontiers Marketplace; Screening and Compliance Training

1.1 To join the OnFrontiers Marketplace, an expert submits their Expert Profile for consideration and approval by OnFrontiers.  OnFrontiers may accept or reject an expert’s application to join 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 website 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 acknowledges and agrees 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.

1.4 Expert agrees that OnFrontiers may from time to time conduct background screening to verify information provided by Expert to OnFrontiers and to confirm Expert’s compliance with the terms of this agreement. As part of background 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, and to identify any criminal history. Expert authorizes such background screening and acknowledges that OnFrontiers may consider the results of such screening when determining Expert’s suitability for participation in the Marketplace and disclose the results to Customers which are Expert’s potential employers.

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.

2. Covenants, Representations and Warranties

2.1 In connection with Expert’s participation in the OnFrontiers Marketplace, Expert will at all times comply with such OnFrontiers Community Standards as may be in effect from time to time, as published on the OnFrontiers website.

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 applicable law, rule or regulation, including without limitation, restrictions on government or post-government employment.

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 If Expert is, or was previously, a government employee or contractor, Expert shall disclose this fact to OnFrontiers in writing at the time Expert registers to become an Expert.

2.5 If Expert becomes a government employee or contractor 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, and will discontinue all consulting activity on the Platform until Expert has received written consent from OnFrontiers to continue to offer Expert services through the Marketplace.

2.6 Expert shall comply with any and all statutory and contractual restrictions on the nature of work that Expert may perform, and within what timeframe, including  without limitation restrictions applicable to government and post-government employment. 

2.7 Expert warrants that 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 Nationals list or the GSA Excluded Parties List System. 

2.8 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.

2.9 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.

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

2.11 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.

3. Payment to Expert

3.1 Experts providing Consultations on the OnFrontiers Platform will receive payment via OnFrontiers pursuant to the terms of this Expert Participation Agreement and OnFrontiers’ Expert Payment Policy, the terms of which policy are incorporated in and made part hereof.

4. OnFrontiers’ Right to Mark Up

4.1 OnFrontiers may charge Consumers for Consultation booked through the Marketplace at such rates and on such basis  in excess of the Expert Rate as OnFrontiers in its sole discretion shall determine.  OnFrontiers shall be entitled to retain any difference between revenue payable to Expert hereunder and amounts paid by the Consumer, as compensation to OnFrontiers for making the Platform available to Expert.

4.2 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.

5. Marketplace Expert Agreements

5.1 If Expert accepts a booking made by a Consumer through the Platform, 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.

6. 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, unless otherwise approved by OnFrontiers, in writing: 

(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) Expert has joined the Consumer’s Knowledge Network or Expert Pool; or

(b) Consumer is an OnFrontiers Enterprise Customer and Expert has previously completed at least one On-Platform Consultation with such Customer; 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.

7. Relationship of OnFrontiers and Expert

7.1 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 other 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. 

7.2 Expert shall not represent or suggest to any third-party that Expert is an employee or consultant of OnFrontiers. Expert may describe themself as “a participating Expert in the OnFrontiers Marketplace”.

8. 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 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, without cause, and 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.

9. Non-Disclosure

9.1 Unless 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 or the advice and information provided by Expert in response to the same. 

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

10. 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.

11. 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 an Expert agrees to perform on the OnFrontiers Platform may be assigned or sub-contracted, in whole or in part, by the Expert to a third-party without the Consumer’s and OnFrontiers’ prior written consent.

C. KNOWLEDGE NETWORKS AND EXPERT POOLS

1. Experts  may join a Knowledge Network only at the invitation of the Network Curator.  Unless otherwise agreed by the parties in writing, Consultations performed by an Expert on behalf of a Network Curator shall be governed by a Marketplace Expert Agreement entered into between the Expert and such Network Curator.

2. Experts may join an Expert Pool only at the invitation of a Pool Curator or Pool Partner. Unless otherwise agreed by the parties in writing, Consultations performed by Expert on behalf of a Pool Curator or Pool Partner will be governed by a Marketplace Expert Agreement entered into between Expert and the Customer who contracts with OnFrontiers to make Expert’s services available to such Pool Curator or Pool Partner, as the case may be.

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