Terms of Service

IMPORTANT: WHEN CUSTOMER SIGNS AN ONFRONTIERS ORDER FORM, OR SUBSCRIBES ON THE ONFRONTIERS WEBSITE TO A PRO SUBSCRIPTION PLAN, CUSTOMER IS AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THAT ORDER FORM, AND THESE TERMS OF SERVICE, AS IN EFFECT ON THE DATE OF SIGNING (COLLECTIVELY, THE “AGREEMENT”). IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THE AGREEMENT, CUSTOMER MUST NOT SIGN THE ORDER FORM, OR ACCESS OR USE THE SERVICES.

1. Definitions

The capitalized words and expressions below shall have the meanings set against each of them for the purposes of these Terms of Service.

These definitions are reproduced for the Customer’s convenience. Capitalized terms used but not defined in these Terms of Service have the meanings given in the OnFrontiers Global Definition Schedule, which is incorporated by reference; in the event of any conflict between a definition below and the Global Definition Schedule, the Global Definition Schedule controls.

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.

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

Confidential Information- 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 subject matter of any Expert Work and any other information a Customer or Client provides in connection with it, the actual or anticipated business, products, research or development of a Customer or Client or their respective clients, and the existence of a commercial relationship between an Expert and a Customer. Exclusions from confidentiality are set out in Section 11.3.

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

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.

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.

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.

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.

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 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.

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.

Charges- the fees payable by the Customer to OnFrontiers as agreed in an Order Form or otherwise in accordance with these 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).

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.

Customer- a business or organization that contracts with OnFrontiers under these 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), 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.

Expert- an individual approved by OnFrontiers 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 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.

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.

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.

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

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

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.

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.

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.

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 these Terms of Service apply.

Permitted Purposes- to identify Experts for specific Expert Work, manage and share Expert profile information, and perform Expert Work, all pursuant to the terms of this Agreement and applicable Order Form(s).

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.

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

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.

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 this Agreement, as identified on Customer’s Order Form(s).

Software- shall mean any and all software, systems, and databases used or made available by OnFrontiers in connection with the Services.

Special Terms- terms which deviate from OnFrontiers’ standard TOS, as agreed between OnFrontiers and a Customer and identified on Customer’s Order Form.

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.

Subscription Term- for a Guided Plan, the recurring twelve calendar month period calculated beginning on the Order Start Date and ending on the Order End Date, as identified on Customer’s Order Form(s); for a Pro Subscription, the monthly or annual period selected by Customer at sign-up.

Term- shall bear the meaning as defined in Section 9.1 hereof.

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.

User License- license granted by OnFrontiers to Customer for one Authorized User to access and use the Services purchased by Customer under this Agreement, for Permitted Purposes.

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

2. The Services

2.1 OnFrontiers will make the Services available to Customer pursuant to the terms of this Agreement (including any applicable Order Form), and the service levels published at onfrontiers.com/policies/service-level-standards

2.2 OnFrontiers grants Customer, for the Term, the number of non-exclusive, non-transferable, non-sublicensable User Licenses called for in the Customer’s Plan.

2.3 OnFrontiers, at its discretion, may make available modifications and updates to the Services from time to time (“Updates”). This Agreement will govern any such Updates that replace or supplement current Services, unless such Update is accompanied by a separate license, in which case the terms of that license will govern.

2.4 Customer agrees that OnFrontiers may stop providing any features within the Software to Customer or Customer End Users at OnFrontiers’ sole discretion, at the end of the then-current Term or Subscription Term, upon not less than thirty (30) days’ notice to Customer.

2.5 The Services consist of the OnFrontiers Platform together with the related services OnFrontiers provides, including access to the Platform, expert vetting and onboarding, matching and facilitation, scheduling, and payment processing. For Video Consultations and Written Responses, OnFrontiers contracts with the Customer for those Services and the Expert provides the information, advice, and Work Product, as set out in Section 2.9. For Scoped Engagements, the Expert contracts with the Customer to perform the engagement, as set out in Section 2.6, the Expert-Customer Agreement, and the Engagement Terms.

2.6 For a Scoped Engagement, Customer acknowledges and agrees that the Expert Work is provided by the Expert as an independent contractor of the Customer, on the terms of the Expert-Customer Agreement, and that OnFrontiers makes the Platform available and settles payment to the Expert as set out in the Engagement Terms.

2.7 Expert-Customer Agreement. Where a Customer receives Expert Work under a Scoped Engagement, the direct relationship between the Customer and the Expert is governed by the OnFrontiers Expert-Customer Agreement, published by OnFrontiers and incorporated into this Agreement by reference. OnFrontiers is a party to the Expert-Customer Agreement for the limited purposes stated in it (including payment settlement). The Customer and the Expert may vary that agreement only in a writing which is acknowledged and agreed by the Customer, the Expert, and OnFrontiers. The Expert-Customer Agreement does not apply to Video Consultations or Written Responses.

2.8 Engagement Terms; Order of Precedence. Scoped Engagements initiated through the Platform are additionally governed by the OnFrontiers Engagement Terms, incorporated into this Agreement by reference. The Engagement Terms control over these Terms of Service for the Scoped Engagement matters they expressly address, and these Terms of Service govern otherwise. In the event of conflict, the order of precedence is: (a) the Order Form, including any Special Terms, and any rider or addendum agreed in writing between OnFrontiers and the Customer, to the extent expressly agreed; (b) the confirmed Engagement Order, provided that, for a given Scoped Engagement, the Engagement Order controls the engagement-specific scope, not-to-exceed budget, rate, schedule, and deliverables it sets out, except to the extent (a) expressly provides otherwise; (c) the OnFrontiers Engagement Terms, for the matters they expressly address; (d) these Terms of Service; (e) the Customer Charging Policy, Plan Descriptions, and other policies incorporated by reference; and (f) the Global Definition Schedule. No customer-form agreement (including any customer master services agreement) governs a Platform-run Scoped Engagement except to the extent its terms are expressly agreed by OnFrontiers in an Order Form, Special Terms, or rider and are not in conflict with the Engagement Terms.

2.9 Video Consultations and Written Responses. For Video Consultations and Written Responses, OnFrontiers is the Customer’s counterparty and provides the Services, which include matching, scheduling, hosting, recording and transcription, and delivery of the Work Product. The Expert provides the information, advice, and Work Product, as an independent contractor of OnFrontiers, and no agreement between the Customer and the Expert applies to such Expert Work. OnFrontiers owes the Customer the confidentiality obligations set out in Section 11 in respect of such Expert Work, and maintains corresponding confidentiality and conduct obligations with each Expert under the Expert Participation Agreement, which OnFrontiers enforces. OnFrontiers does not provide or warrant the substance or accuracy of an Expert’s advice or Work Product, and the Customer is responsible for determining whether and how to rely on it.

2.10 Expert Vetting Program. OnFrontiers operates an expert vetting program under which it reviews an Expert’s application, verifies information the Expert provides, conducts background screening, requires completion of compliance training, and obtains representations regarding conflicts of interest and organizational conflicts of interest, government and post-government employment and ethics restrictions, screening against United States sanctions and federal exclusion and debarment lists, and confidentiality. Enhanced or engagement-specific screening is arranged where agreed in an Order Form or rider. The vetting program is a screening process and not a guarantee. OnFrontiers does not warrant an Expert’s suitability for the Customer’s purpose, and the Customer remains responsible for conducting its own due diligence and screening appropriate to its intended use of the Expert Work.

2.11 Recording and transcription. Video Consultations may be recorded and transcribed. Customer consents to such recording and transcription, will ensure that its Authorized Users and Guests are informed of it, and acknowledges that OnFrontiers may use recordings and transcripts to provide the Services, for quality control, and as provided in Section 2.12.

2.12 Content Election; Library. When Customer orders a Video Consultation or a Written Response, OnFrontiers presents a Content Election stating the treatment of the resulting content, including any period of exclusive Customer access before content is first made available in the Library, the Customer’s rights in the Work Product under Section 10.4, and the applicable Charges. The Customer’s confirmation of the Content Election On-Platform is binding, and no separate signed instrument is required. Where the Content Election so provides, OnFrontiers may include the resulting content in the Library as Library Content and may use, display, and distribute Library Content through OnFrontiers’ own and partner channels. Before content derived from the Customer’s Expert Work is first made available in the Library, the Customer has the period stated in the Content Election during which it may elect that the content not be included.

Library Content is de-identified so that it does not disclose the identity of the Customer, the Customer’s client, or any Authorized User or Guest; does not disclose Confidential Information; and does not reveal that a particular Customer sought Expert Work on a particular matter. Subject to the preceding sentence, Library Content may identify government agencies, programs, procurements, contracts, companies, and other organizations that are the subject of the Expert Work, and may identify individuals in their official or business capacity, in each case as provided in the Privacy Policy. An Expert may be identified only by attribution, by name or on a credentialed basis, as determined when the Expert accepts the Expert Work under the Expert Participation Agreement. At the Customer’s request, OnFrontiers will remove the Customer’s Confidential Information from a transcript or other content derived from the Customer’s Expert Work.

Where a Written Response incorporates, or is derivative of, documents or other materials the Customer supplies (beyond the questions and instructions that state the request itself), it is not eligible for the Library, and the Content Election for it will provide for assignment or for an exclusive license under Section 10.4. A Content Election may also provide for a deferred election, under which content not initially included in the Library may be released to the Library at the Customer’s later election, within the period stated in the Content Election and on the attribution basis fixed when the Expert accepts the item under the Expert Participation Agreement; a deferred election is part of the treatment surfaced to the Expert under the Expert Participation Agreement. An Order Form may establish default Content Elections that apply to the Customer’s orders unless a different election is confirmed at order.

2.13 Restrictions on OnFrontiers content. Customer will not, and will not knowingly permit or facilitate any third party to: (a) use Work Product, Library Content, or other content OnFrontiers makes available in order to develop a competing product or service, or to conduct benchmarking; (b) scrape or otherwise extract such content by automated means; or (c) provide such content to, or use it with, any third-party artificial intelligence or machine-learning tool, large language model, or application programming interface that trains on, or retains for training, the content provided to it. This Section does not restrict the Customer’s use of Work Product within the license scope stated in the applicable Content Election, including use with artificial-intelligence or machine-learning tools operated by or for the Customer that do not train on, and do not retain for training, the content provided to them. Distribution of Work Product to the Customer’s own clients within the license scope stated in the applicable Content Election is not a breach of this Section. This Section applies to Work Product in which OnFrontiers retains rights under Section 10.4 and to Library Content and other content OnFrontiers makes available; it does not restrict the Customer’s use of Work Product the Customer owns under Section 10.3 or takes under an assignment pursuant to Section 10.4(c).

2.14 No professional relationship. Nothing in this Agreement or in any Expert Work creates an attorney-client relationship, or any other professional-client relationship, between the Customer and OnFrontiers or between the Customer and any Expert, and Expert Work does not constitute legal, investment, accounting, tax, or other professional advice.

2.15 Non-exclusivity. Expert Work is non-exclusive. Ordering or receiving a Video Consultation or a Written Response does not engage an Expert on an exclusive basis, does not restrict the Expert from providing Expert Work or other services to any other person, including a competitor of the Customer, and does not restrict OnFrontiers from matching or presenting that Expert to any other Customer. Exclusivity may be agreed only for a Scoped Engagement, and only as provided in the Engagement Terms. Nothing in this Section limits the conflict-of-interest obligations that Experts owe under the Expert Participation Agreement and the Expert-Customer Agreement, or the per-engagement conflicts screening described in the Engagement Terms.

2.16 Acceptance of Written Responses. When a Written Response is delivered, the Customer may accept it, or reject it stating the reasons, within the review period stated in the order, or if no period is stated, within fourteen (14) days. Where the Customer neither accepts nor rejects a Written Response within that period, the Written Response is deemed accepted at the end of it. OnFrontiers will state that consequence conspicuously when it delivers the Written Response. A Written Response may be rejected only for material non-conformity with the scope stated in the order. 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, the Customer is charged, and the Expert paid, for any portion of the Work Product that materially conforms. The Customer may appoint OnFrontiers’ quality-control function as the acceptor for a Written Response, in which case OnFrontiers’ acceptance or rejection of it is determinative and the deemed-acceptance rule in this Section does not apply. Acceptance, or deemed acceptance, authorizes the corresponding Charges and fixes the Customer’s rights in the Work Product as stated in the applicable Content Election. Acceptance does not waive any other right or remedy under this Agreement.

2.17 Controlled Unclassified Information. The Customer will not submit, and will not permit any Authorized User, Client, or Guest to submit, to the Platform or to any Expert any information designated as Controlled Unclassified Information under 32 C.F.R. Part 2002, any classified information, any export-controlled technical data, or any other information the Customer is not permitted to disclose to an Expert who is not cleared or otherwise authorized to receive it. OnFrontiers is not a cleared facility, does not maintain an information system accredited to process such information, and does not screen submissions for it. The Customer is responsible for any such submission and will indemnify OnFrontiers against any claim, loss, liability, and reasonable cost arising from a breach of this Section, on the fault-based terms set out in Section 7.8. Each Expert separately attests, as a condition of payment, that to the Expert’s knowledge the Work Product contains no Controlled Unclassified Information, as provided in the Expert Participation Agreement. This Section survives termination.

2.18 Library Access. OnFrontiers may offer access to the Library as a Service, on the terms stated in the Customer’s Order Form or included in the Customer’s Plan. Library access is provided on a per-seat basis, for the number of Authorized Users stated in the Order Form or Plan. Library Content is made available for the Customer’s internal business purposes only; the Customer will not republish, redistribute, or resell Library Content, or make it available to anyone other than the Authorized Users holding seats, and the restrictions in Section 2.13 apply to it. Library Content is a knowledge resource, not advice: Sections 2.9, 2.14, 5.5, and 7.1 apply to Library Content and to the Customer’s use of and reliance on it. Access to the Library ends when the applicable subscription or Plan entitlement ends, and this Section and Section 2.13 survive as to Library Content the Customer accessed.

3. Payment of Fees

3.1 Customer will pay OnFrontiers the fees for the Services as set out in Customer’s Order Form or, for a Pro Subscription, as presented at sign-up on the Website, pursuant to these Terms of Service and the Customer Charging Policy. Fees under a Guided Plan are paid in Credits (together with any Guided Launch or other fees stated on the Order Form); fees under a Pro Subscription are paid in US Dollars; and amounts payable for Scoped Engagements above the applicable credit threshold are invoiced and paid in US Dollars. All payments are non-refundable.

3.2 Customer has read and agrees to be bound by OnFrontiers’ Customer Charging Policy (available at https://onfrontiers.com/policies/charging-policy), the terms of which are incorporated in this Agreement by this reference.

3.3 Unless otherwise stated in an Order Form, invoiced amounts are due within fifteen (15) days of the invoice date. Any amount not paid when due bears interest from the due date until paid at the rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law if lower, and the Customer will reimburse OnFrontiers’ reasonable costs of collecting overdue amounts.

4. Plan Non-Solicitation Obligations

4.1 Customer agrees that during the Non-Solicitation Period, Customer will not directly or indirectly (including through another platform, agency, or intermediary) employ or solicit an Introduced Expert to provide Off-Platform Services to or on behalf of Customer or any third party. This Section 4.1 does not apply to (a) an Introduced Expert who responds to a general advertisement or recruitment campaign that is not specifically directed at Experts, or (b) an Introduced Expert with whom the Customer had a documented business relationship before the introduction.

4.2 The restriction in Section 4.1 does not apply: (a) to an engagement of the Introduced Expert to provide Off-Platform Services where, with OnFrontiers’ prior written consent, the Customer pays OnFrontiers the Non-Solicitation Waiver Fee, in which case the waiver is limited to the engagement and the period described in the consent; or (b) to the employment of the Introduced Expert where the Customer pays OnFrontiers the Employment Conversion Fee. A waiver under clause (a) does not disapply the Employment Conversion Fee: where the Customer employs the Introduced Expert during the Non-Solicitation Period, the Employment Conversion Fee remains payable, less any Non-Solicitation Waiver Fee the Customer has already paid for that Expert. For the purposes of this Section 4, a Customer employs an Introduced Expert where it engages the Expert as an employee, or on a full-time or substantially full-time basis, whether directly, as an independent contractor, or through a staffing agency or other third party. Both fees are as set out in the OnFrontiers Customer Charging Policy (available at https://onfrontiers.com/policies/charging-policy).

4.3 Where the Customer employs or engages an Introduced Expert in violation of this Section 4, the Customer will pay OnFrontiers, for each such Expert, liquidated damages equal to the greater of (a) US $10,000 and (b) the Non-Solicitation Waiver Fee or Employment Conversion Fee that would have applied had the Customer paid it before doing so. The parties agree that this amount is a reasonable estimate of the loss to OnFrontiers, which would otherwise be difficult to determine, and is not a penalty.

5. Permitted Use; Responsibility for Use of Customer’s Account

5.1 Each User License purchased by Customer will permit a single Authorized User to access the Services, and no “seat sharing” shall be permitted.

5.2 Customer agrees to use the Services only in accordance with the terms of this Agreement and applicable law, including without limitation laws and regulations of the country or region in which Customer or Customer’s Authorized Users access or use the Services.

5.3 Customer will ensure that each of Customer’s Authorized Users agrees and abides by OnFrontiers’ Community Standards (available at https://onfrontiers.com/policies/community-standards), Privacy Policy (available at onfrontiers.com/policies/privacy-policy), these Terms of Service, and applicable law, in connection with the Authorized Users’ use of the Services.

5.4 Guests. Customer may invite Guests to participate in specific Expert Work through the Platform without a separate contract. Customer is responsible for its Guests’ compliance with this Agreement, the Community Standards, and the Privacy Policy, and for any Charges arising from its Guests’ use of the Services. A Guest may participate in the Expert Work to which the Guest is invited but may not administer Customer’s account unless Customer expressly delegates such rights.

5.5 Customer acknowledges and agrees that the Services are offered as a knowledge resource management tool, and not an advisory service. As with any information resource, it is the Customer's responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

5.6 Customer will not: (a) provide passwords or other login information for the Services, or otherwise share non-public features or content, with any third parties; (b) access the Services in order to build a competitive product or service; (c) engage in web scraping or data scraping on or related to the Services; (d) rent, lease, lend, sell, redistribute, or sublicense the Software or Services, except as otherwise expressly permitted pursuant to this Agreement.

5.7 Customer may not, and Customer agrees not to enable or permit others to, copy, decompile, reverse engineer, disassemble, attempt to derive source code of, decrypt, modify, or create derivative works of the Software, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by licensing terms governing use of open-source components that may be included with the Software).

5.8 Customer will take reasonable steps to prevent unauthorized access to the Services and will notify OnFrontiers immediately of any known or suspected unauthorized use or breach of its security.

5.9 Customer shall be solely responsible for maintaining security and proper use of the user IDs and passwords used by Customer’s personnel to enable them to access the Services, and for compliance by Customer personnel with OnFrontiers’ security and access procedures.  Customer shall be solely responsible for any unauthorized access to or use of OnFrontiers’ systems or any Confidential Information derived from such access or use, arising out of any breach of this section by Customer, or its employees, agents or contractors.

5.10 Customer shall not use, or permit Customer’s Authorized Users individually or collectively to use the Services in a manner that unreasonably impairs, degrades or reduces the performance or security of any OnFrontiers Services, Software, or related technology.

6. Customer Data Ownership & Data Privacy

6.1 Customer Data shall at all times remain, as between the Parties, the property of Customer. OnFrontiers may use Customer Data as reasonably necessary to provide the Services. Verbatim Customer Data is used to provide the Services to that Customer, and is not used to train models that serve any other customer. OnFrontiers’ rights in de-identified data and learnings derived from Customer Data, and in the results of processing Customer Data, are set out in Section 10.7.

6.2 OnFrontiers will not access, process, or otherwise use Customer Data other than to provide the Services or as otherwise expressly permitted in this Agreement.

6.3 OnFrontiers will: (a) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data; and (b) comply with all privacy and security laws that are applicable to OnFrontiers in the jurisdictions in which OnFrontiers conducts business.

6.4 Customer acknowledges and agrees to OnFrontiers’ Privacy Policy (available at onfrontiers.com/policies/privacy-policy) and agrees that nothing in this Agreement restricts OnFrontiers’ right to alter such Privacy Policy from time to time.

7. Limitation of Liability; Indemnification

7.1 Customer agrees that the substance of an Expert’s advice and Work Product is the Expert’s, and that OnFrontiers assumes no responsibility for any information or advice an Expert provides, whether OnFrontiers is the Customer’s counterparty under Section 2.9 or the Expert contracts directly with the Customer under a Scoped Engagement. Customer agrees that such information and advice may be inaccurate, incomplete, misleading, or otherwise unsuited to the purposes for which it is used. Customer agrees that Customer is solely responsible for how or whether to use any information and advice obtained through Expert Work, and that OnFrontiers is not responsible for any damages or harm that may be incurred by Customer, Customer’s business or organization, or a third party from use of, or reliance on, information and advice obtained through Expert Work.

7.2 OnFrontiers assumes no responsibility for the acts or omissions of third parties.

7.3 TO THE EXTENT PERMITTED BY LAW, ONFRONTIERS DISCLAIMS ALL STATUTORY AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. ONFRONTIERS MAKES NO GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS.

7.4 TO THE FULLEST EXTENT PERMITTED BY LAW, ONFRONTIERS SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE SERVICES.

7.5 UNDER NO CIRCUMSTANCES WILL ONFRONTIERS’ CUMULATIVE LIABILITY TO CUSTOMER OR ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AGGREGATE FEES PAID BY CUSTOMER TO ONFRONTIERS PURSUANT TO THIS AGREEMENT IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GIVES RISE TO THE CLAIM, WHETHER OR NOT ONFRONTIERS KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in this Section 7.5 limits or excludes either party’s liability for willful misconduct, gross negligence, or fraud, or any other liability that cannot be limited or excluded under applicable law.

7.6 Customer agrees to indemnify and hold harmless OnFrontiers for any damages incurred by OnFrontiers arising out of or in connection with (a) Customer’s failure to abide by applicable law or any term or condition of the Agreement; and (b) any and all acts and omissions of Customer’s Authorized Users.

7.7 Any claim arising out of or related to this Agreement must be commenced within one (1) year after the cause of action accrues, and is otherwise permanently barred. For a claim for indemnification in respect of a third-party claim, the cause of action accrues when the third-party claim is first asserted against the party seeking indemnification.

7.8 Indemnification. OnFrontiers will defend and indemnify Customer against third-party claims to the extent arising from OnFrontiers’ negligence or willful misconduct in operating the Platform or from OnFrontiers’ breach of this Agreement. Customer will defend and indemnify OnFrontiers against third-party claims to the extent arising from Customer’s use or misuse of Work Product or from Customer’s breach of this Agreement. OnFrontiers is not a party to the Expert-Customer Agreement except for the limited purposes stated in it, and has no liability or obligation under it other than its obligation to settle payment to the Expert; for a Scoped Engagement, the Expert is responsible, on the terms of the Expert-Customer Agreement, for claims arising from the Expert’s negligence or willful misconduct or from infringement by the Expert’s contributions to the Work Product. Each indemnity under this Agreement is fault-based, is subject to the limitations in this Section 7, and no party indemnifies another beyond that party’s own underlying legal liability.

8. Publicity

8.1 Customer agrees that OnFrontiers may publish Customer’s name and logo among a list of OnFrontiers’ Customers on the OnFrontiers website, unless otherwise requested by Customer in writing by email to hello@onfrontiers.com.

8.2 Except as set forth in Section 8.1 above, OnFrontiers will not use Customer’s name or logo for publicity or advertising purposes without Customer’s prior written approval, which approval will not be unreasonably withheld.

9. Term of Agreement; Termination, Limitation and Suspension of Services

9.1 Guided Plans. The term of this Agreement shall commence on the Order Start Date and terminate on the Order End Date specified in Customer’s Order Form (the “Initial Term”). Thereafter, the Agreement will automatically renew for successive periods, each equal in length to the Initial Term (each, a “Renewal Term”), on the same subscription and payment terms, unless Customer provides written notice of cancelation to OnFrontiers no later than thirty (30) days prior to the end of the then-current Initial Term or Renewal Term. Notwithstanding the foregoing, charges for Guided Launch shall not automatically carry over into any Renewal Term unless otherwise agreed by the Parties in writing. (The “Term” of this Agreement shall be the Initial Term together with any Renewal Term; for a Pro Subscription, the Term is the initial Subscription Term together with any successive Subscription Terms.)

9.2 Pro Subscription. A Pro Subscription begins when Customer activates it on the Website (or, where a free trial is offered, at the end of the free-trial period) and continues for the Subscription Term selected by Customer (monthly or annual). It renews automatically for successive Subscription Terms until Customer cancels, through the Website or by notice to OnFrontiers; cancellation takes effect at the end of the then-current Subscription Term, and Customer remains responsible for fees and usage incurred through that date. During any free trial, applicable usage fees (including Booking Fees and Expert rates) may still apply, as described in the Plan Descriptions and Customer Charging Policy.

9.3 Either Party may terminate this Agreement for the other’s material breach by written notice, specifying in detail the nature of the breach, effective in 30 days unless the receiving Party first cures such breach, or effective immediately if such breach is either (i) a failure to pay any amount hereunder when due, or (ii) not subject to cure.

9.4 Following termination of this Agreement, upon Customer’s written request, OnFrontiers shall promptly provide Customer with a copy of such Customer Data as may be in OnFrontiers’ possession, in such medium and format as Customer may reasonably require. OnFrontiers will retain a copy of Customer Data following termination for no longer than the period reasonably necessary to fulfill the purposes of this Agreement, unless a longer retention period is required by applicable law or otherwise permitted hereunder. Customer agrees that OnFrontiers may create, retain and use de-identified versions of Customer Data following termination, on the same basis, and subject to the same proviso, as applies under Section 10.7.    

9.5 OnFrontiers reserves the right to terminate, suspend, or limit Customer’s use of the Services, if OnFrontiers believes that Customer or Customer’s Authorized User has breached the law, this Agreement, or OnFrontiers’ Privacy Policy or Community Standards. Limited use may include, e.g., limiting Customer’s ability to access the Services.

9.6 OnFrontiers shall be entitled to terminate this Agreement if Customer fails to pay any past due Fees payable for Services within 5 calendar days of Customer’s receipt of notice of any past due, returned or rejected payment.

10. Intellectual Property.

10.1 Each Party acknowledges that all trademarks, patents, copyrights, designs, licenses, know how, proprietary information and other intellectual property, including all documentation relating thereto, in any format or medium (“Intellectual Property”) belonging to the other (“Owner”), which may be disclosed or used for the purposes of this Agreement belongs to the Owner.  To the extent that one Party is required to use the Intellectual Property of the Owner for the purposes of this Agreement, the Owner hereby grants a non-exclusive, non-transferable license to the other party to use the same, for the purposes of this Agreement, for so long as this Agreement remains in force and the user thereof shall not acquire any other rights whatsoever to the Owner’s Intellectual Property.  No party shall refer to or use any other’s trademarks, trade name or logos without the Owner’s prior written consent, except as otherwise explicitly provided herein.

10.2 Concepts, ideas, know-how, techniques, software, techniques, reports and drawings developed or owned by the Owner to fulfill its obligations under this Agreement shall be the sole and exclusive property of the Owner even if the other Party assists the Owner in modifying that property, including without limitation any Intellectual Property, and the other Party shall have no interest in or to such property.

10.3 Work Product; Scoped Engagements. For a Scoped Engagement, the Expert grants the Work Product to the Customer as provided in the Expert-Customer Agreement, and OnFrontiers is not in the chain of title to it. Work Product is not Customer Data. To the extent that Customer is granted ownership rights in the Work Product, Customer grants OnFrontiers the right to use, and to license to third parties, de-identified data and learnings arising from the Work Product on the same basis, and subject to the same proviso, as applies to Customer Data under Section 10.7.

10.4 Work Product; Video Consultations and Written Responses. For Video Consultations and Written Responses, the Expert grants OnFrontiers rights in the Expert’s contributions under the Expert Participation Agreement, and OnFrontiers owns the content it creates from that Expert Work, including recordings, transcripts, summaries, and other derived materials. The Customer’s rights in the Work Product are those stated in the applicable Content Election, which is one of: (a) a perpetual, worldwide, royalty-free license to use the Work Product for the Customer’s internal business purposes; (b) such a license extending to incorporation of the Work Product into deliverables that the Customer distributes to its own clients; or (c) an exclusive license to, or an assignment of, the Work Product prepared for the Customer, in which case OnFrontiers will not include it in the Library. Except as stated in the Content Election, the Customer may not republish or redistribute the Work Product, and OnFrontiers retains all other rights in it. In every case, and notwithstanding any assignment or exclusive license under this Section, OnFrontiers retains the right to use, and to license to third parties, de-identified data and learnings arising from the Work Product on the same basis, and subject to the same proviso, as applies to Customer Data under Section 10.7.

10.5 Customer-scoped processing. Customer grants OnFrontiers a non-exclusive license to host, store, process, display and analyze Work Product and Customer Data as necessary to provide the Services to Customer, including customer-scoped aggregation, search, and artificial-intelligence-assisted features operating solely for Customer’s benefit. This license does not permit disclosure of Work Product or Customer Data to any other Customer, and is separate from the de-identified data and learnings rights in Sections 10.3, 10.4 and 10.7.

10.6 Customer questions. As between the Customer and OnFrontiers, the questions and instructions the Customer submits for Expert Work are the Customer’s, and the Customer may use and reproduce them without restriction under this Agreement; an Expert’s responses to them for a Video Consultation or a Written Response are content of OnFrontiers, subject to the license granted under Section 10.4; for a Scoped Engagement, Section 10.3 governs. Where a Content Election provides for Library treatment of the resulting content, the Customer grants OnFrontiers a non-exclusive, royalty-free license to include the Customer’s questions and instructions as embedded in that content, de-identified as provided in Section 2.12.

10.7 Derived data. OnFrontiers may create de-identified data and learnings from Customer Data (structured facts, findings, and market signals extracted from content, as distinct from the content itself), and the results of processing Customer Data, including for example trends, analyses, and models derived therefrom, shall belong to and may be used by OnFrontiers 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 the identity of Customer, Customer’s client, or any Authorized User or Guest, disclose Confidential Information, 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.

11. Confidentiality.

11.1 Confidential Information.  Each Party acknowledges that it has received and may receive Confidential Information of the other Party.  The Parties shall use Confidential Information only as permitted pursuant to this Agreement and the OnFrontiers Privacy Policy.  Except as otherwise provided in this Agreement, a Party shall have no authority to use another Party’s Confidential Information for any other purpose or in any other manner.    

11.2 Duty to Maintain Confidentiality.  The Party disclosing Confidential Information shall at all times retain title to the Confidential Information. The receiving Party shall preserve and protect the confidentiality of the disclosing Party's Confidential Information using precautions at least as restrictive as those it takes to protect their own confidential, proprietary and trade secret information (but in no event less than a reasonable degree of care).  Except as expressly authorized by this Agreement, the receiving Party shall not allow others to use, display, copy, disclose, transmit, reverse engineer, disassemble, decompile, or translate all or any part of such Confidential Information without the disclosing Party's prior written consent.  The receiving Party shall limit access to the disclosing Party's Confidential Information to the receiving Party’s employees, contractors, executives, officers and directors who:  (i) have a need to know such Confidential Information to enable that person to perform its, his or her obligations under this Agreement, or to provide legal, accounting or similar professional services to a Party, and (ii) are obligated to protect the confidentiality of such Confidential Information under substantially similar terms as those set forth in this Agreement.  The receiving Party shall be fully and directly responsible and liable to the disclosing Party for any breach of the confidentiality terms of this Agreement by any persons receiving access to the disclosing Party's Confidential Information through or on behalf of such receiving Party.  The disclosing Party shall be entitled to injunctive relief for any breach or threatened breach of this Section 11.2.

11.3 Exclusions.  Excluded from the obligations of this Section 11 is any information that:(i) is known to the receiving Party prior to disclosure by the disclosing Party, as reasonably demonstrated by receiving Party; or  (ii) after disclosure to the receiving Party, is published or otherwise becomes publicly available through no fault of the receiving Party; or (iii) is developed by the receiving Party independently of knowledge of Confidential Information; or (iv) has been rightfully acquired by the receiving Party from a third person without restriction and provided that receiving Party had reasonable grounds to believe that the third person had the right to disclose the information without restriction; or (v) consists of general know-how, processes and techniques, which, although similar in purpose and effect to protected Confidential Information, were not developed using and were not derived from Confidential Information.

11.4 Exceptions for Legal Process.  Further, the receiving Party may disclose Confidential Information to the extent required by applicable law or a court of competent jurisdiction.  However, in that case the receiving Party shall first give the disclosing Party prompt notice of any order or demand requiring such disclosure (unless prevented from doing such by its terms) and, if requested by the disclosing Party shall, at the disclosing Party’s cost and expense, make a reasonable effort to cooperate in the disclosing Party’s efforts to obtain a protective order or otherwise protect the confidentiality of such Confidential Information.

11.5 Each of Customer and OnFrontiers shall independently ensure that it and its employees, subsidiaries, affiliates, agents and sub-contractors are aware of and comply with the provisions of this Section 11.

11.6 Each of Customer and OnFrontiers shall independently take appropriate technical and organizational security measures against unauthorized or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information while it is in the possession or under the control of such Party, in accordance with reasonable industry standards.

11.7 Obligations pursuant to this Section 11 shall survive termination of this Agreement for any reason and shall continue for a period of five (5) years from the date of such termination, save that with respect to trade secrets, the obligations shall continue for so long as they remain trade secrets.

11.8 Security-incident notice. OnFrontiers will notify Customer without undue delay, and in any event within three (3) business days, after confirming a security incident affecting Customer’s Confidential Information processed through the Platform, except where a data processing addendum agreed under Section 12 provides a different notification period. OnFrontiers will use reasonable efforts to remediate the incident and will provide Customer with the information reasonably necessary for Customer to meet its own notification obligations. OnFrontiers’ responsibility for costs arising from a security incident is fault-based and subject to Section 7.

12. Authority to Process Personal Data; European and United Kingdom Data Subjects

12.1 Customer represents that (i) any and all Personal Data shared or provided by Customer to OnFrontiers has been lawfully obtained by Customer and (ii) Customer has full legal authority to divulge and transfer such Personal Data to OnFrontiers, and to use and authorize use of such Personal Data for the purposes contemplated by this Agreement.

12.2 In the event that Customer will provide OnFrontiers hereunder with data which is subject to protection pursuant to the EU General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”) or the United Kingdom General Data Protection Regulation of 2021 (“UK GDPR”), or successor legislation, Customer must notify OnFrontiers prior to execution of this Agreement, and the Parties will cooperate in good faith to agree a data processing addendum in a form reasonably anticipated to satisfy the requirements of the EU GDPR (the “EU GDPR Data Processing Addendum”) or the UK GDPR (the “UK GDPR Data Processing Addendum”), or successor legislation, as the case may be. In such case, the EU GDPR Data Processing Addendum and/or UK General Data Processing Addendum will modify and form part of this Agreement with respect to the Personal Data processed hereunder to which the EU GDPR and UK GDPR apply.  

13. Insurance

13.1 At all times during the Term of this Agreement, the Customer and OnFrontiers shall each maintain general liability insurance and cyber insurance in such types and amounts as are reasonable and customary with regard to its respective business, and each party shall supply to the other documentation in evidence of same upon request.

14. Exclusivity

14.1 Nothing contained herein will be construed to prohibit OnFrontiers from offering to other Customers products and services with the same or similar functionality to the Services. OnFrontiers acknowledges that Customer is free to implement products and services which are the same as or similar to those provided to Customer by OnFrontiers.

15. Notice

15.1 All notices hereunder (“Notice”) shall be given by email, as follows:

(a) If given to OnFrontiers, such notice will be sent by email to hello@onfrontiers.com; and

(b) If given to Customer, such notice will be sent by email to the address for Customer set out on the Customer’s Order Form or such other email address as may be subsequently notified to OnFrontiers pursuant to the terms hereof.

15.2 Notices shall be deemed delivered upon receipt.

16. Government End Users

The software underlying the Platform and any associated documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to OnFrontiers standard terms and conditions. Unpublished-rights reserved under the copyright laws of the United States.

17. Force Majeure  

17.1 The obligations of both parties will be suspended during the period and to the extent that either Party is prevented from complying with its obligations pursuant to this Agreement by any cause beyond its reasonable control, including but not limited to events such as pandemic, strikes, lock-outs, labor disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, loss of electrical power, loss of telephone / internet / wide area network and similar infrastructure, fire, flood and/or storm.

18. Governing Law; Jurisdiction and Venue

18.1 This Agreement will be governed by the laws of the State of New York, USA, without regard to the conflicts of law provisions of any jurisdiction.  

18.2 To the extent that any lawsuit is permitted under this 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.

18.3 To the extent any dispute proceeds in court, each party waives any right to a trial by jury. Each party will bring any dispute arising out of or relating to this Agreement only in its individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative action, and each party waives any ability to maintain any such action in any forum. This Section 18.3 does not apply to any claim that may not be waived under applicable law.

19. Survival

19.1 Provisions of this Agreement that by their terms call for performance after termination survive termination, whether or not they expressly say so.

20. No Third-Party Beneficiaries

20.1 No third person, including but not limited to any Authorized User of the Services, is intended to be a beneficiary of any term or provision of this Agreement, nor shall they have the right to enforce any obligation of the parties hereunder.  This Section excludes any right of any third person and displaces any presumption of law to the contrary, whether arising under statute, regulation, common law, or equity, or otherwise.

21. Entire Agreement

21.1 This Agreement, including the standards and policies which it expressly incorporates by reference, constitutes the entire agreement between the parties hereto relating to the subject matter hereof and all prior negotiations, agreements and understandings, whether oral or written, are superseded hereby.  No modification or amendment to this Agreement will be effective unless and until set forth in writing and signed by both parties hereto.