Expert Participation Agreement

OnFrontiers, Inc. (“OnFrontiers”) operates a platform (the “Platform”) that connects individuals with expert knowledge (“Experts”) with the organizations and people who need their expertise, and pays Experts for the work they perform. Through the Platform, an Expert can create a profile (an “Expert Profile”) describing the Expert’s professional knowledge, experience, and credentials; be discovered and matched to relevant opportunities; and perform paid Expert Work (including Video Consultations, Scoped Engagements, and Written Responses), supported by OnFrontiers’ vetting, scheduling, payment, and related services. This Expert Participation Agreement governs an Expert’s participation on the Platform.

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

1. Access to the OnFrontiers Platform

Any access to or use of the Platform by an Expert is subject to the terms of this Expert Participation Agreement and to the Expert’s acceptance of and compliance with the OnFrontiers Privacy Policy and Community Standards. By submitting a request to register an Expert Profile on the Platform, the Expert agrees to be bound by this Expert Participation Agreement, the OnFrontiers Privacy Policy, and the OnFrontiers Community Standards.

2. SMS and Mobile Communications

By providing your mobile phone number, you consent to receive SMS (text) messages from or on behalf of OnFrontiers for purposes related to your use of the platform as an expert, including but not limited to project invitations, account notifications, and support. Message frequency may vary based on opportunity availability and your profile fit. Message and data rates may apply. You may opt out of SMS messages at any time by replying STOP. Reply HELP for assistance. OnFrontiers will not share your mobile number with third parties for their own marketing purposes without your explicit consent. For more information, please see our Privacy Policy.

3. Creation of Expert Profiles

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

4. Joining the OnFrontiers Platform; Screening and Compliance Training

4.1 To join the OnFrontiers Platform, an expert submits their Expert Profile for consideration and approval by OnFrontiers. OnFrontiers may accept or reject an expert’s application to join the Platform, at OnFrontiers’ sole discretion.

4.2 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 change to this agreement at least fourteen (14) days before its effective date, 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. If Expert does not agree with any change in terms, Expert must cease to participate in the Platform before the change takes effect and promptly notify OnFrontiers by emailing hello@onfrontiers.com.

4.3 Expert acknowledges and agrees that, to generate maximum Expert Work for Experts, Expert Profiles are discoverable by Google and other search engines. Expert may elect to make Expert’s Expert Profile undiscoverable, either when creating an Expert Profile or subsequently through Expert’s Platform 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.

4.4 Expert agrees that OnFrontiers, itself or through a third party, may from time to time conduct background screening: to verify the information Expert has provided (including Expert’s professional and educational history), to identify any criminal history, and to confirm Expert’s compliance with this agreement. Expert authorizes such screening, and agrees that OnFrontiers may consider the results in determining Expert’s suitability for the Platform and may disclose them to Expert’s potential clients.    

4.5 All Experts are required to successfully complete basic legal compliance training (conducted On-Platform) prior to use of the OnFrontiers Platform, and periodically thereafter. Such training is limited to legal and compliance matters, including confidentiality, conflicts of interest, and the handling of sensitive information. OnFrontiers does not train Experts in how to perform Expert Work, and Experts exercise their own professional judgment in performing it.

4.6 Promotion and partner display. OnFrontiers may display an Expert’s Expert Profile information, including the Expert’s name, professional background, and photograph, on partner platforms and other promotional channels in order to generate Customer interest in the Expert. An Expert may opt out of such display at any time through the Expert’s Platform settings or by contacting OnFrontiers at hello@onfrontiers.com.

5. Covenants, Representations and Warranties

5.1 In connection with Expert’s participation in the OnFrontiers Platform, 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.

5.2 Expert represents and warrants that entering into and performing this Expert Participation Agreement and any Expert-Customer Agreement will 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.

5.3 Expert shall decline, or immediately discontinue, providing services to a Client where doing so would, or in reasonable likelihood may, result in a violation of any of the conditions set forth in Section 5.2 above.

5.4 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.

5.5 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 Work through the Platform.

5.6 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.

5.7 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 System for Award Management (SAM) exclusions list.

5.8 Should Expert’s status change with respect to any of the representations and warranties contained in this Section 5, Expert shall immediately cease to provide Expert Work to any Client and notify OnFrontiers in writing, providing reasonable details as to the timing and nature of such status change.

5.9 Expert is solely responsible for the accuracy and completeness of biographical information about Expert that Expert provides to OnFrontiers and Clients (“Biographical Information”). Expert agrees to provide 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 provide Expert Work. Expert will promptly update OnFrontiers if any Biographical Information changes.

5.10 OnFrontiers makes no representation regarding the frequency or quality of Expert Work requests Experts may receive through the Platform.

5.11 Expert acknowledges and agrees that the Expert’s Video Consultations, and other Expert Work conducted through the Platform, may be recorded and preserved by OnFrontiers and used by OnFrontiers for quality control or to create transcriptions. Expert agrees that OnFrontiers may provide a Customer and its Clients copies of such recordings and transcriptions, and that the Customer’s rights to use them are those set out in the Terms of Service and the applicable Content Election, to which the Expert consents under Section 5.18.

5.12 The Expert agrees to complete any conflicts-of-interest screening or attestation that OnFrontiers requires before accepting an item of Expert Work (including a Video Consultation, Written Response, or Scoped Engagement), and to decline or discontinue any Expert Work that would create a conflict of interest or organizational conflict of interest.

5.13 Work-product attestations. Before submitting Work Product, and as a condition of payment, the Expert attests that: (a) the Work Product is the Expert’s own work and does not infringe any third party’s rights; (b) the source of each document or material the Expert attaches is identified, and the Expert has the right to provide it together with any third-party consent required to do so; (c) to the Expert’s knowledge the Work Product contains no Controlled Unclassified Information or other information the Expert is not permitted to disclose; (d) the Expert has complied with the order’s rule on the use of third-party artificial-intelligence tools in preparing the Work Product (the order may prohibit such use, permit it with disclosure, or permit it; where the order states no rule, such use is permitted with disclosure), and the Expert has disclosed any such use as that rule requires; and (e) any statement in the Work Product about a named individual is, to the Expert’s knowledge, accurate, and is based on the Expert’s professional experience or on public record and made about the individual in an official or business capacity. An inaccuracy in an attestation that is immaterial and made in good faith does not of itself unearn, or make recoverable, a fee for Work Product that otherwise conforms to the order; Section 12.5 governs the consequences of breach.

5.14 Identity and attribution. Content delivered to a Customer identifies the Expert to that Customer, and Scoped Engagements are always performed on a named basis, because the Expert contracts directly with the Customer. Attribution in the Library is determined at acceptance: when the Expert accepts an item of Expert Work, the Expert elects whether, if the resulting content is included in the Library, then or later, the Expert is attributed by name or listed by professional title; where the Expert makes no election, the Expert is listed by professional title. Where the order requires named attribution, the Expert must consent to be named in order to accept the order, and may decline it instead. A listing by professional title is drawn from the Expert’s profile; where OnFrontiers composes a fuller credentialed descriptor, OnFrontiers presents the descriptor to the Expert for approval before publication; and in every case the Expert may request revision of a listing or descriptor that proves identifying in practice. The fee payable to the Expert does not vary according to the attribution the Expert elects.

5.15 Customer materials and content. The Expert shall not use or disclose, other than in performing Expert Work and as permitted by this Agreement, any materials a Customer or Client supplies, any Work Product the Expert prepares for a Customer or Client, or any recording or transcript of Expert Work. These obligations are owed to OnFrontiers and, where the Expert-Customer Agreement so provides, to the Customer, and OnFrontiers may enforce them for a Customer’s benefit. The Expert may, however, use and disclose the Expert’s own transcript or Work Product to the extent necessary to respond to a compliance, ethics, or regulatory inquiry directed to the Expert, or to enforce or defend the Expert’s rights before a court, tribunal, or regulator of competent jurisdiction.

5.16 Exclusivity. Performing a Video Consultation or a Written Response does not engage the Expert on an exclusive basis with any Customer or Client, and does not restrict OnFrontiers from matching or presenting the Expert to any other Customer. Where an Exclusivity Commitment is recorded in a confirmed Engagement Order, the Expert will not, for the matter and the period recorded, provide services on that matter to, or accept an engagement on that matter from, any other person, whether or not arranged through the Platform, and including by direct engagement, through another expert network or intermediary, or as an employee, contractor, or subcontractor. The Expert is not restricted beyond the matter and the period recorded.

5.17 Records. The Expert shall keep accurate records of the hours the Expert reports for Scoped Engagements, and of the Expert Work the Expert performs through the Platform, and shall retain them for two (2) years after the relevant Expert Work is completed. On OnFrontiers’ reasonable request, the Expert shall make those records available to OnFrontiers for inspection in connection with an hours dispute, a compliance review, or a Customer query.

5.18  Content treatment and Customer usage scope. Before the Expert accepts an item of Expert Work, OnFrontiers surfaces on the Platform the content treatment that applies to it: whether the resulting content may be included in the Library; the identification standard that applies to Library Content under Section 2.12 of the Terms of Service (including that Library Content may identify organizations, and individuals in their official or business capacity, connected with the subject of the Expert Work); and the scope of the rights the Customer receives in the Work Product.

By accepting the item, the Expert consents to that treatment and to that scope, including, where the order so provides, to the assignment or exclusive license described in Section 8.1(c) and to inclusion of the resulting content in the Library.

Because the Expert’s Library attribution election is made at acceptance under Section 5.14, a later change in the treatment applicable to an accepted item, including the item’s later inclusion in the Library, applies without further action by the Expert, except that an assignment or exclusive license of the Expert’s contributions to the Customer occurs only where the Expert has accepted an order providing for it, and takes effect as provided in Section 8.1(c); and no change reduces the fee fixed at acceptance.

The fee payable to the Expert for the item is the fee stated when the Expert accepts it, as provided in Section 6.4. Where an order provides for the resulting content to be transferred or licensed to a third party for use in training, fine-tuning, or evaluating machine-learning or artificial-intelligence models, the treatment surfaced to the Expert states that use, and the Expert’s acceptance of the item is consent to it.

6. Payment to Expert

6.1 Experts providing Expert Work on the OnFrontiers Platform receive payment via OnFrontiers pursuant to the terms of this Expert Participation Agreement and OnFrontiers’ Expert Payment Policy, the terms of which are incorporated in and made part hereof. Payment follows the work type. For Video Consultations and Written Responses, the Expert performs the Expert Work as an independent contractor of OnFrontiers, and OnFrontiers pays the Expert for its own account and reports those payments as required by applicable tax law, including on Internal Revenue Service Form 1099-NEC where applicable. For Scoped Engagements, the Expert performs the Expert Work as an independent contractor of the Customer, and OnFrontiers collects from the Customer and settles to the Expert as settlement agent, reporting settled amounts as required by applicable tax law, including on Internal Revenue Service Form 1099-K where applicable. The Expert may receive information returns of both kinds in the same year. This Agreement determines whether and when a fee is earned and who pays it; the Expert Payment Policy governs the operational detail of payment for each work type, including rates, timing, payment methods, and any minimums or cancellation charges. Where the two conflict on whether or when a fee is earned, this Agreement governs.

6.2 For Scoped Engagements, by accepting an engagement offer through the Platform the Expert agrees to perform the agreed scope within the period of performance, at the Expert Fee stated in the offer and recorded in the Engagement Order. Hours worked beyond the Not-to-Exceed Amount for the engagement, without a confirmed amended Engagement Order, are not authorized and are not payable. The Expert submits hours through the Platform and is paid, in accordance with the Expert Payment Policy, for the hours approved or deemed-approved by the Customer in the engagement. The Expert must submit hours within the times provided on the Platform, including any post-closure or post-cancellation submission window and any late-submission grace period provided under the Engagement Terms; hours not submitted within those times are waived and are not payable.

6.3 If the Customer disputes an hours submission, OnFrontiers will facilitate resolution between the Customer and the Expert and, where the dispute is not resolved, will provide the Customer and the Expert with an evidence-based summary of the engagement record and a non-binding preliminary recommendation as to the hours payable. OnFrontiers does not determine the dispute, and the Customer and the Expert remain responsible for resolving it. This Section does not limit the Expert’s rights as to any other matter, including OnFrontiers’ failure to pay amounts due.

6.4 For Written Responses, the fee stated when the Expert accepts the assignment is the fee payable for it and does not change for that assignment. The Expert is paid where the Work Product is accepted. A Written Response may be rejected only for material non-conformity with the scope stated in the order, and only where the Customer states the reasons for rejection. Unless the order states otherwise before the Expert accepts it, the Expert has one opportunity to cure the stated non-conformity. Where the order provides that no cure period applies, that is stated in the order before the Expert accepts it, and the Expert is paid for any portion of the Work Product that materially conforms. Where the Work Product is not accepted, no other fee is payable. Where the order is withdrawn before the Expert submits the Work Product, no fee is payable, although OnFrontiers may make a discretionary payment in recognition of work evidenced on the Platform; any such payment is voluntary and creates no entitlement or precedent. Work Product the Expert submits before an order is withdrawn is assessed and, if accepted, paid.

7. OnFrontiers’ Right to Mark Up

7.1 For Video Consultations and Written Responses, OnFrontiers charges Customers for Expert Work at such rates and on such basis, in excess of the amount payable to the Expert, as OnFrontiers in its sole discretion determines, and OnFrontiers is entitled to retain the difference as compensation for making the Platform available to the Expert. For Scoped Engagements, the Customer pays the Expert Fee together with OnFrontiers’ Platform Fee, which is disclosed to the Customer separately from the Expert Fee, and OnFrontiers is entitled to retain the Platform Fee.

7.2 For Video Consultations and Written Responses, the Expert shall not disclose to any Customer or Client the amount OnFrontiers pays the Expert, without OnFrontiers’ prior express written consent. This restriction does not apply to the Expert Fee for a Scoped Engagement, which is disclosed to the Customer. The Expert may disclose such amounts to the Expert’s professional advisors (including financial and legal advisors), and to the extent necessary to enforce or defend the Expert’s rights before a court or tribunal of competent jurisdiction. This Section shall survive termination of this Agreement for any reason.

8. Intellectual Property

8.1 Rights in the Expert’s contributions to the Work Product follow the work type.

(a) Video Consultations and Written Responses. The Expert grants OnFrontiers an irrevocable, perpetual, exclusive, transferable, fully paid-up, royalty-free, worldwide license, sublicensable through multiple tiers, to use, copy, store, reproduce, adapt, reformat, translate, excerpt, publicly display, distribute, and create derivative works of those contributions, including by using them to train, fine-tune, and evaluate machine-learning and artificial-intelligence systems and models. OnFrontiers owns the content it creates from that Expert Work, including recordings, transcripts, summaries, and other derived materials.

(b) Scoped Engagements. For Scoped Engagements, the Expert grants the Work Product to the Customer under the Expert-Customer Agreement, and this Agreement does not convey it to OnFrontiers.

(c) Conveyance to the Customer. Where the order for a Video Consultation or a Written Response provides that the Work Product is to be assigned to the Customer, or licensed to the Customer on an exclusive basis, the Expert assigns to OnFrontiers, on acceptance of that Work Product, all right, title, and interest in the Expert’s contributions to it, so that OnFrontiers may convey or exclusively license them to the Customer.

(d) De-identified data. In every case, OnFrontiers retains the right to use, and to license to third parties, de-identified data and learnings arising from Expert Work to operate and improve the Platform and its offerings and for OnFrontiers’ legitimate business and commercial purposes, including to develop, train and evaluate machine-learning and artificial-intelligence models and systems and to create, license and distribute data, analytics and intelligence products to third parties, provided that no such use will disclose Confidential Information or the identity of a Customer, a Customer’s client, or any Authorized User or Guest, or reveal that a particular Customer sought Expert Work on a particular matter, and provided further that Personal Data is used and disclosed only as provided in the Privacy Policy. OnFrontiers exercises these rights only as set out in the Terms of Service, the Engagement Terms, and this Agreement.

(e) Payment condition. The license under clause (a) and any assignment under clause (c) of this Section are conditioned on payment: they do not attach to the Expert’s contributions to a Written Response for which no fee is payable under Section 6.4, and they terminate as to an item of Expert Work if OnFrontiers fails to pay the fee earned for it, as provided in Section 6 and the Expert Payment Policy, and does not cure that failure within thirty (30) days of the Expert’s written notice.

8.2 The Expert retains the Expert’s Generalizable Knowledge — the Expert’s pre-existing and general knowledge, expertise, methods, and know-how, and learnings not specific to a Client, in each case exclusive of Confidential Information.

8.3 The Expert represents that the Expert’s contributions to the Work Product are original to the Expert or properly licensed and do not infringe the rights of any third party.

8.4 OnFrontiers may commission Expert Work for its own account. Where it does, OnFrontiers stands in the position of the Customer for that Expert Work, and owns the resulting content.

9. Expert-Customer Agreements

9.1 The OnFrontiers Expert-Customer Agreement is OnFrontiers’ standard agreement governing the direct relationship between an Expert and a Customer for a Scoped Engagement. It applies, as between the Expert and the Customer, to Scoped Engagements the Expert performs through the Platform. It does not apply to Video Consultations or Written Responses, which the Expert performs as an independent contractor of OnFrontiers as provided in Section 6.1. The Expert and the Customer may vary the Expert-Customer Agreement only in a writing which is acknowledged and agreed by the Expert, the Customer, and OnFrontiers, and OnFrontiers is a party to it for the limited purposes stated in it (including payment settlement).

10. Non-Circumvention

10.1 No Off-Platform Services without OnFrontiers’ prior written agreement. “Off-Platform Services” means services or information the Expert offers or provides to a Customer or Client, or to any third party related to or associated with a Customer or Client, otherwise than through the Platform. Where an Expert’s initial introduction to a particular Customer or Client is through the Platform, then unless OnFrontiers approves otherwise in writing, including under Section 10.3, the Expert agrees that:

(a) for a period of one (1) year following the date of introduction of Expert to such Customer or Client, 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 Customer or Client or any third party that is related to or associated with either, other than via the OnFrontiers Platform; or

(ii) respond to or accept from a Customer or Client 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 the Customer or Client that occurred via the OnFrontiers Platform; and

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

10.2 In the event that Expert provides Off-Platform Services in violation of Section 10.1, 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.

10.3 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. OnFrontiers agrees to provide such Consent where Expert is already subject to an existing contract to provide services to Client at the time of introduction of Expert and Client via the OnFrontiers Platform, and otherwise as OnFrontiers may deem reasonable on a case by case basis.

10.4 This Section 10 shall survive termination of this Expert Participation Agreement for any reason.

10.5 The performance of Scoped Engagement work outside the OnFrontiers Website is not a breach of this Section 10, and is not Circumvention, where payment for such work remains Platform-mediated.

11. Relationship of OnFrontiers and Expert

11.1 The Expert’s status follows the work type. For Video Consultations and Written Responses, the Expert is an independent contractor of OnFrontiers. For Scoped Engagements, the Expert is an independent contractor of the Customer, and OnFrontiers acts as settlement agent and is not the Expert’s client. In no case is the Expert an employee of OnFrontiers or of any Customer or Client. The Expert is engaged in the Expert’s own independent business, retains the right to perform services for others, and is responsible for the Expert’s own taxes, and Section 14.2 provides for related indemnification. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship. OnFrontiers pays or settles amounts due to the Expert as set out in Section 6 and the Expert Payment Policy, and issues the applicable United States tax information returns for amounts it pays or settles.

11.2 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 Platform”.

12. Term and Termination of Expert Participation Agreement

12.1 This Expert Participation Agreement commences on the date OnFrontiers confirms that it has accepted Expert’s application to register as an Expert on the Platform, and continues until terminated by OnFrontiers or Expert pursuant to this Section 12.

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

12.3 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.

12.4 Except as provided in Section 12.5, 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. This Section 12.4 shall survive termination of this agreement for any reason.

12.5 Consequences of breach. If an Expert breaches this Agreement or the Community Standards, OnFrontiers may suspend or remove the Expert from the Platform and take any other action permitted by law or these agreements. In addition, where the breach consists of misrepresenting the Expert’s credentials, experience, or background, acting dishonestly in connection with Expert Work, or submitting Work Product that is not the Expert’s own or that infringes the rights of any third party, OnFrontiers may withhold payment for, or recover amounts paid for, the affected Expert Work, provided that, before recovering an amount already paid, OnFrontiers will give the Expert written notice of the grounds and a reasonable opportunity to respond. A failure to perform Expert Work in a timely manner is addressed through suspension or removal and any remedy the applicable order provides, and is not grounds for withholding or recovering payment under this Section.

13. Non-Disclosure

13.1 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 such Client or the terms thereof, or (ii) the details of any information received by Expert from Client in the course of performing Expert Work on behalf of such Client, or (iii) the nature of the subject areas, issues or questions in connection with which such Client seeks or sought Expert Work from Expert or the advice and information provided by Expert in response to the same.

13.2 The Expert may disclose that the Expert participates with OnFrontiers as an Expert. Unless otherwise expressly agreed by OnFrontiers in writing, the Expert shall not disclose the terms or conditions of this Expert Participation Agreement, including the terms of the Expert Payment Policy, to any third party other than the Expert’s professional advisors (including financial and legal advisors) and to the extent necessary for the Expert to enforce or defend the Expert’s rights before a court or tribunal of competent jurisdiction.

13.3 This Section 13 shall survive the termination of this agreement for any reason.

14. Indemnification

14.1 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.

14.2 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.

15. Governing Law; Jurisdiction and Venue

15.1 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.

15.2 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.

15.3 Arbitration. Except as provided in Sections 15.5 and 15.6, any dispute, claim, or controversy between the Expert and OnFrontiers arising out of or relating to this Expert Participation Agreement, the Expert Payment Policy, or the Expert’s participation in the Platform, whether based in contract, tort, statute, or any other legal theory, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator in English. Unless the Expert and OnFrontiers agree otherwise, any in-person hearing will take place in the county where the Expert resides, and the arbitrator may conduct proceedings by videoconference. Administrative and arbitrator fees are allocated as the applicable consumer rules provide, and OnFrontiers will pay those fees to the extent those rules require. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Individual basis; class and jury waivers. The Expert and OnFrontiers each waive any right to a trial by jury. The Expert and OnFrontiers will each bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate the claims of more than one person or preside over any form of class or representative proceeding, except as Section 15.8 provides. If the waiver in the preceding sentence is found unenforceable as to a particular claim, that claim, and only that claim, must proceed in the courts specified in Section 15.2.

15.5 Exceptions. Section 15.3 does not require arbitration of: (a) an individual claim within the jurisdiction of a small-claims court; (b) a claim for injunctive or other equitable relief in respect of intellectual property or Confidential Information, which either the Expert or OnFrontiers may bring in the courts specified in Section 15.2; or (c) a charge or complaint filed with a federal, state, or local administrative agency, and nothing in this Section 15 prevents such an agency from pursuing relief on the Expert’s behalf.

15.6 Sexual assault and harassment disputes. At the Expert’s election, Sections 15.3 and 15.4 do not apply to a dispute relating to sexual assault or sexual harassment, to the extent provided by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 or other applicable law.

15.7 Opt-out. The Expert may opt out of Sections 15.3, 15.4, and 15.8 by written notice to OnFrontiers, sent to hello@onfrontiers.com, within thirty (30) days of the date the Expert first accepts this Expert Participation Agreement or, for an Expert already registered when this Section takes effect, within thirty (30) days of its effective date. The notice must state the Expert’s name and the Expert’s intention to opt out of arbitration. An Expert who opts out is not bound by Sections 15.3, 15.4, and 15.8, and disputes will be resolved in the courts specified in Section 15.2. Opting out does not affect any other provision of this Agreement and does not disadvantage the Expert on the Platform in any way.

15.8 Batch arbitration. If twenty-five (25) or more demands for arbitration are filed against OnFrontiers raising similar claims and with the same or coordinated counsel, the Expert and OnFrontiers agree that the American Arbitration Association will administer the demands in batches of up to one hundred (100) demands per batch, with one set of filing and administrative fees and one arbitrator per batch, unless the applicable rules provide a specific procedure for mass filings, in which case that procedure applies. Batching is to be administered so as not to unreasonably delay the resolution of any Expert’s claim, and this Section does not affect the individual-basis requirement in Section 15.4.

16. Assignment and Sub-Contracting

No part of any Expert Work 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 Client’s and OnFrontiers’ prior written consent.