Standard Definition Schedule

As used in this Agreement, the following terms shall have the following meanings:

Authorized User- individual who a Customer has authorized and enabled to use Customer’s OnFrontiers account, through the granting of login credentials.

Book- schedule a Video Consultation on the Platform.

Booking Fee- the fee charged on the first Custom Match with a particular Expert, as set out in the OnFrontiers Customer Charging Policy. No Booking Fee applies where a Client engages an Expert directly through self-service rather than through a Custom Match.

Charges- the fees payable by the Customer to OnFrontiers as agreed in an Order Form or otherwise in accordance with the terms of the relevant Terms of Service. Charges may include: Guided Launch fees, subscription fees, credit fees, Credit Top-Ups, Booking Fees, and Expert Work Fees (comprising, for a Scoped Engagement, the Expert Fee together with the Platform Fee).

Circumvention- engaging, hiring, contracting with, or otherwise compensating an Expert outside the Platform — whether for Expert Work, employment, or other services — in order to avoid fees payable to OnFrontiers, in respect of an Expert introduced to the Customer or Client through the Platform. The performance of Scoped Engagement work outside the OnFrontiers Website is not Circumvention where payment for such work remains Platform-mediated.

Client- the party that receives Expert Work in a given interaction (an Expert’s counterparty), which may be the Customer, an Authorized User, or a Guest. Client denotes a role and is not necessarily a contracting party; the Customer is responsible for its Clients.

Confidential Information- means any non-public information, however obtained, which by its nature should be understood by a reasonable person to be confidential or a trade secret and which, if released, would likely have a material adverse impact on an individual’s privacy or a business or organization’s competitiveness, programs, reputation or foreign relations. Confidential Information includes, without limitation, the general or specific subject matter of any Expert Work or Opportunity Call, and the actual or anticipated business and/or products, research or development of a Customer or Client, or their respective clients. Confidential Information also includes the fact of the existence of any agreement with OnFrontiers, a Customer or Client, and the terms thereof, the details of any information received by an Expert from a Customer or Client in the course of performing or being evaluated to perform Expert Work or an Opportunity Call, and the nature of the subject areas, issues or questions in connection with which a Customer or Client seeks or sought Expert Work from an Expert. Notwithstanding the foregoing, Confidential Information shall not include any such information which an Expert can establish (i) was publicly known or made generally available prior to the time of disclosure to the Expert; (ii) becomes publicly known or made generally available after disclosure to the Expert through no wrongful action or inaction of the Expert; or (iii) is in the rightful possession of the Expert, without confidentiality obligations, at the time of disclosure by the Expert.

Content Election- the election presented to the Customer when a Video Consultation or a Written Response is ordered and confirmed by the Customer On-Platform, which sets whether the resulting content may be included in the Library, the Customer’s rights in the Work Product (license, exclusive license, or assignment), and the corresponding Charges. A Content Election is binding on the Customer’s confirmation and no separate signed instrument is required.

Controlled Unclassified Information- information that the United States Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, which requires safeguarding or dissemination controls under 32 C.F.R. Part 2002 and the associated CUI Registry.

Credits - pre-paid units of currency which may be purchased through the Website, or included with a Customer Plan, and used to pay for services on the OnFrontiers Platform.

Credit Top-Up- Credits purchased in addition to the Credits included with a Customer Plan, priced in accordance with the then-current top-up schedule. Credit Top-Up consumption and expiration are governed by the OnFrontiers Customer Charging Policy.

Customer- a business or organization that contracts with OnFrontiers under the Terms of Service.

Customer Data- data and content uploaded or otherwise transmitted to the Platform by or on behalf of a Customer, including questions, instructions, documents, and materials the Customer submits in connection with Expert Work, or otherwise in connection with such Customer’s use of the Services. Customer Data does not include Work Product, or content OnFrontiers creates from Expert Work (Sections 10.3 and 10.4 of the Terms of Service), or payment records or other information Customer uses to pay OnFrontiers, or other information and records related to the management and administration of Customer’s account by OnFrontiers, including without limitation identifying information related to Customer staff involved in Customer’s account management and payments.

Customer Plan- a package of services and Platform features available to Customers. The available Customer Plans are the Guided Plans and the Pro Subscription, as more specifically described in the OnFrontiers Plan Descriptions.

Custom Match- a Match facilitated by OnFrontiers, such as a curated or research-assisted introduction of an Expert to a Client, as distinct from a Client’s self-service engagement of an Expert the Client identifies itself.

Data Subject- an Identified or Identifiable Natural Person whose Personal Data is Processed by OnFrontiers.

Employment Conversion Fee- the fee payable to OnFrontiers where, during the Non-Solicitation Period, a Customer employs an Introduced Expert, calculated as a percentage of the Expert’s first-year compensation as set out in the OnFrontiers Customer Charging Policy.

Engagement Order- the OnFrontiers-generated, in-platform record of a Scoped Engagement specifying the named Expert, the scope of the advisory work, the period of performance, the Expert Fee, the Platform Fee, and the Not-to-Exceed Amount, which the Customer confirms in-platform to form the engagement.

Engagement Terms- the OnFrontiers Engagement Terms, which supplement the Terms of Service and govern Scoped Engagements initiated through the Platform.

Exclusivity Commitment- an agreement between a Customer and an Expert, recorded in a confirmed Engagement Order, that the Expert will work exclusively with the Customer on a specified bid, pursuit, or other matter for a stated period, as described in the Engagement Terms. Expert Work is otherwise non-exclusive.

Expert- an individual approved by OnFrontiers and party to an Expert Participation Agreement who offers Expert Work to Customers and Clients via the Platform.

Expert-Customer Agreement- OnFrontiers’ standard agreement governing the direct relationship between a Customer and an Expert for a Scoped Engagement, pursuant to which an Expert provides, and a Customer receives, Expert Work via the Platform; OnFrontiers is a party to it for the limited purposes stated in it (including payment settlement). It does not apply to Video Consultations or Written Responses.

Expert Fee- for a Scoped Engagement, the amount payable to the Expert for the Expert’s performance of the engagement, at the rate agreed with the Expert (for example, the Expert’s hourly or fixed-price rate), stated in the Engagement Order and payable by the Customer together with the Platform Fee, each stated separately. Expert compensation for Video Consultations and Written Responses is governed by the Expert Payment Policy; the amount payable by the Customer for those work types is the Expert Work Fee.

Expert Participation Agreement- the agreement between OnFrontiers and an Expert governing the Expert’s registration and participation on the Platform and the Expert’s performance of Expert Work.

Expert Profile- a landing page describing the professional skills, experiences and achievements of a particular individual whose expert consulting services are available via the OnFrontiers Platform, as well as, in some cases, rates and terms upon which such services are offered.

Expert Rate- the hourly rate at which an Expert is paid for Video Consultations provided via the OnFrontiers Platform, as denominated in US Dollars and set in their Expert Profile from time to time.

Expert Work- the services that Experts provide through the Platform, consisting of Video Consultations, Scoped Engagements, and Written Responses, together with such other types of expert services as OnFrontiers may offer from time to time.

Expert Work Fee- the amount payable by the Customer for an item of Expert Work, as distinct from the Booking Fee and from any subscription or implementation charge. For a Video Consultation the Expert Work Fee is the rate shown at the time of Booking; for a Written Response it is the fixed fee stated at the time of order; and for a Scoped Engagement it comprises the Expert Fee together with the Platform Fee, each stated separately in the Engagement Order.

Generalizable Knowledge- an Expert’s pre-existing and general knowledge, expertise, methods, and know-how, and learnings not specific to a Customer or Client, in each case exclusive of Confidential Information.

Growth Pro- an Expert designated by OnFrontiers to provide Growth Pro Services (such as fractional capture, business development, proposal, and strategy support) to a Client and, where the Customer so authorizes, to act as a delegated administrator of the Customer’s account, as further described in the OnFrontiers Growth Pro Addendum.

Guest- an individual whom a Customer (or its Growth Pro) invites to participate in specific Expert Work without entering into a separate agreement with OnFrontiers. A Guest may participate in Expert Work but may not administer the Customer’s account unless the Customer expressly delegates such administration. The Customer is responsible for its Guests’ compliance with this Agreement and for any Charges arising from their use.

Guided Launch- the one-time implementation and onboarding service provided in connection with a new Guided Plan, as described in the OnFrontiers Plan Descriptions.

Guided Plan- the full-service Customer Plan family providing access to Expert Work from a shared pool of Credits, offered in tiers as described in the OnFrontiers Plan Descriptions.

Identified or Identifiable Natural Person- a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Introduced Expert- an Expert to whom a Customer is first introduced via the Platform.

Library- the OnFrontiers repository of Library Content made available to Library subscribers and through OnFrontiers’ own and partner channels.

Library Access- the subscription service through which a Customer’s Authorized Users may access the Library, as set out in Section 2.18 of the Terms of Service and in the Customer’s Order Form or Plan.

Library Content- content that OnFrontiers owns and derives from Video Consultations and Written Responses, and which OnFrontiers may include in the Library, in each case de-identified as provided in Section 2.12 of the Terms of Service.

Match (or Matching)- a search of an OnFrontiers database for the purpose of identifying and recommending an Expert whose experience and skill-set are suited to a Client’s desired Expert Work.

Non-Solicitation Waiver Fee- the fee payable to OnFrontiers where, during the Non-Solicitation Period, a Customer engages an Introduced Expert to provide Off-Platform Services, as set out in the OnFrontiers Customer Charging Policy. Payment of the Non-Solicitation Waiver Fee, with OnFrontiers’ prior written consent, disapplies the restriction in Section 4.1 of the Terms of Service only for the engagement and the period described in the consent, and does not disapply the Employment Conversion Fee, as provided in Section 4.2 of the Terms of Service.

Non-Solicitation Period- the one (1) year period immediately following the date of Customer’s introduction to an Introduced Expert.

Not-to-Exceed Amount (“NTE”)- the maximum amount for which a Customer may be charged for a Scoped Engagement absent an amended Engagement Order.

Off-Platform- not using the OnFrontiers Website. The performance of Scoped Engagement work outside the OnFrontiers Website is not, by itself, Off-Platform conduct or Circumvention where payment for such work remains Platform-mediated.

Off-Platform Services- services other than those performed and paid for via the OnFrontiers Platform. The performance of Scoped Engagement work outside the OnFrontiers Website does not, by itself, make that work an Off-Platform Service where payment for it remains Platform-mediated.

On-Platform- using the OnFrontiers website.

Opportunity Call- an exploratory call between an Expert and an OnFrontiers Customer, resulting from an introduction by OnFrontiers, for the purpose of discussing a potential business, employment, or consulting opportunity.

Order End Date- the date on which the Initial Term or a Renewal Term ends, as specified in the Customer’s Order Form.

Order Form - an OnFrontiers form agreed between the parties setting out the Services subscribed to by the Customer, the applicable Charges and any Special Terms, to which the terms of this Agreement apply.

Order Start Date- the date on which the Initial Term begins, as specified in the Customer’s Order Form.

Personal Data- any information relating to an identified or identifiable natural person.

Platform- the OnFrontiers Website and associated Services and utilities made available by OnFrontiers to Customers and Experts, including OnFrontiers’ network of Experts, pursuant to the OnFrontiers Terms of Service or an Expert Participation Agreement.

Platform Fee- the fee payable to OnFrontiers for a Scoped Engagement, disclosed to the Customer separately from the Expert Fee, as set out in the Engagement Order and the OnFrontiers Customer Charging Policy.

Platform User- an individual who visits or registers for the Platform.

Process or Processing- any operation or set of operations which is performed on Personal Data, such as collection, storage, alteration, retrieval, use, disclosure, erasure or destruction.

Pro Subscription- the self-service, per-seat Customer Plan billed in US Dollars, as described in the OnFrontiers Plan Descriptions.

Scoped Engagement- a defined project or assignment performed by an Expert for a Customer via the Platform under an Engagement Order, governed by the Engagement Terms. The Expert performs a Scoped Engagement as the Customer’s independent contractor under the Expert-Customer Agreement. For the avoidance of doubt, work under a Scoped Engagement may be performed outside the OnFrontiers Website while remaining subject to this Agreement and to OnFrontiers’ Platform-mediated payment.

Services- the Guided Plan Subscription and/or Pro Subscription for use of the Platform, and any other software, products and services delivered or made available by OnFrontiers to Customer pursuant to the OnFrontiers Terms of Service, as identified on Customer’s Order Form(s).

Subscription- the purchase and use of a Customer Plan on the OnFrontiers Platform, as set out in a particular Order Form or, for a Pro Subscription, as agreed at sign-up.

User Credentials- user name and password used to authorize and enable an individual to access and act as Client or Expert on the OnFrontiers Platform.

Video Consultation- a scheduled video or telephone call in which an Expert provides professional information or advice.

Work Product- the information, analysis, opinions, recommendations, and materials an Expert provides in the course of Expert Work.

Written Response- a written deliverable prepared by an Expert in response to a Customer’s question or defined scope and delivered via the Platform, at the fixed fee stated when the Written Response is ordered and in accordance with the OnFrontiers Customer Charging Policy.