Your membership and participation as an OnFrontiers Advisor is subject to the following terms and conditions (these “Terms and Conditions”). As used herein, the terms “we”, “us” and “OnFrontiers” mean OnFrontiers, Inc., the sole owner and operator of OnFrontiers. By signing up to become an OnFrontiers Advisor, you agree to be bound by these Terms and Conditions, as modified by us from time to time in our sole discretion. It is your responsibility to carefully read these Terms and Conditions, and routinely access our website to determine if there have been modifications to them. This is a legally binding agreement. Any breach by you of these Terms and Conditions may result, among other things, in immediate termination of your participation in the OnFrontiers Advisor Network (OAN).
OnFrontiers aims to provide a low cost and high impact solution by connecting professionals seeking specific knowledge in emerging markets with the best possible sources of information and insights. Clients of OnFrontiers, Inc. (each a “Client”) are institutional firms, consulting firms, government agencies, corporations, and other organizations that perform research. Based on Clients’ needs, we will contact appropriate members in OAN (each, an “Advisor”) to ascertain whether they are available for a project (“Project”) which may be either a short-term project such as a telephone conversation, responding to an online survey or participating in a discussion group (“Micro-Consulting Project”) or a more sustained engagement such as a consulting project or an ongoing advisory role with a Client (“Regular Consulting Project”). An Advisor’s participation in any Project with any Client is at the Advisor’s sole discretion. Advisors are never obligated to accept or continue any Project and may decline to participate or continue to participate in any Project at any time.
You may become an Advisor and participate in Projects if all of the following conditions are satisfied. Your role as an OnFrontiers Advisor shall not:
You must decline or discontinue participation in any Project that would result in a violation of any of the conditions above. Further, you are solely responsible for determining whether you are permitted to join OAN and to participate in Projects. Before applying to join OAN, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics and similar employment policies. You should also consider whether you should obtain consents or waivers from your employer, clients or any other third parties (if applicable, in each instance) to ensure that you are permitted to act as an Advisor.
You shall only accept Projects with OnFrontiers Clients individually arranged or explicitly approved by OnFrontiers. If a Client requests additional work or Projects, you must receive explicit approval from us before commencing work. You will not be paid for any Project with an OnFrontiers Client that was not individually arranged or explicitly approved by OnFrontiers in advance, even if the Project was a followup to a Project that was arranged by OnFrontiers.
We make no representation regarding the frequency or quantity of Project requests that you will receive. We expect you to perform all Projects in a timely, diligent and professional manner consistent with highest industry practice. If you are invited by OnFrontiers to perform a Micro-Consulting Project for a Client, you should either accept or decline the invitation within 24 hours of issuance. You should perform no more than 15 minutes of preparatory work for a Micro-Consulting Project without explicit approval from us.
If you are invited by OnFrontiers to perform a Regular Consulting Project, you should indicate your interest in the project within 24 hours of issuance and make yourself available for one or more short screening calls with an OnFrontiers team member (who will serve as your OnFrontiers contact for the project) and the requesting Client to discuss. During these calls, you will develop a scope of work, fee structure, and payment schedule for the work (“Proposal”). You will not be compensated for any work on the Proposal, including the screening calls. Until you and the Client have agreed on the Proposal, all communication regarding the proposal will involve your OnFrontiers contact. Once there is agreement on the Proposal, you will execute a contract with OnFrontiers for performance of the work (“Statement of Work”), which agreement will become a supplemental document to these Terms and Conditions. Following this, you will work directly with the Client in executing the work, copying your OnFrontiers contact on all deliverables and invoices related to the work. You may copy your OnFrontiers contact on other communications with the Client at the discretion of you and the Client.
For Micro-Consulting Projects, you will be paid based on your customary consulting fees, as agreed by you and us and as set forth in the registration process. Payment for Micro-Consulting Projects will be provided for the amount of time spent consulting with a Client as follows:
You may only change your consulting fee rates for Micro-Consulting Projects upon written notice to us and the new fee rate is only applicable to Projects that occur after our receipt and approval of written notice.
For Regular Consulting Projects, the fees will be as agreed in the relevant Statement of Work. OnFrontiers will transmit your invoices to the Client and follow-up with the Client for payment. OnFrontiers will pay you the amount we receive from the Client less a Commission Payment to OnFrontiers that varies based on the amount of your cumulative billings on Regular Consulting Projects over a two-year period across all Clients, as follows:
For all Projects, you may not reveal your billing rates and financial arrangements to Clients without OnFrontiers’s prior written consent. Our payment system may accommodate consulting guidelines set forth by an Advisor’s employer, including joint payment to the Advisor and his or her employer, direct payment to the Advisor’s institution or payment to a charity of the Advisor’s choice. Advisors will receive a U.S. I.R.S. Form 1099, as required. Payments will be made following the completion of an Advisor’s consulting engagement, within 30 days following the Advisor’s request for such payment by e-mail to accounting@OnFrontiers.com. Advisors must submit invoices for payment within 45 days after completion of any Project.
You agree not to consult on a Project:
In the event that a Client initiates a Project involving its legal counsel, it is possible that the Client may wish to assert a claim of legal privilege concerning the Project. Under these circumstances, Client’s legal counsel may ask you to enter into a separate written engagement agreement with them for your services (an “Engagement Agreement”). Any such request may only come through OnFrontiers and you may only choose to accept following OnFrontiers’ prior written approval in its sole discretion. So approved, an Engagement Agreement shall control over any inconsistent terms in these Terms and Conditions with respect to your relationship and obligations to such Client with respect to the Project. Such Engagement Agreement shall not modify your obligations to OnFrontiers or third parties, under these Terms and Conditions or otherwise.
You represent that you have not been convicted of or charged with any felony. You represent that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or other law enforcement body. You represent that you have not been excluded, suspended or otherwise not permitted to participate in U.S. government or state programs, including, without limitation, under the OFAC Specially Designated Nationals List or the GSA Excluded Parties List System. Should your status change with respect to any of these representations, you shall immediately inform OnFrontiers.
You are solely responsible for the accuracy and completeness of information that you provide to OnFrontiers, Inc. (your “Advisor Information”) and you understand that OnFrontiers, Inc., Clients and third parties may and will rely on your Advisor Information. You agree to provide us with accurate and up-to-date biographical information on your application and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to consult. Based on further information from you or other sources, we may amend your Advisor Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Advisor Information and to update changes promptly. You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Clients
By becoming an Advisor, you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms and Conditions. As an Advisor, you will be expected to provide information during any Project in good faith, to the best of your ability and at all times consistent with these Terms and Conditions. You understand and acknowledge that each OnFrontiers employee, affiliate and Client is an intended third-party beneficiary of these Terms and Conditions and shall therefore have the right to enforce your compliance with them. You must decline to participate in, or to continue your participation in, any Project or other activity that would cause you to violate these Terms and Conditions and immediately inform us of the reason. We typically do not participate in your interactions with Clients and shall not be liable or responsible to you in any manner whatsoever for Projects arranged by us. You are solely responsible for ensuring your continued compliance with the Terms and Conditions. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms and Conditions.
You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” of OnFrontiers, the OAN or its Clients, without OnFrontiers' express written permission (which it may withhold in its sole discretion). “Confidential Information” includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to OnFrontiers, OnFrontiers Advisors, any of its affiliates or any Client, including, but not limited to, the names of any Clients and Clients’ employees, questions posed by any Client and the topics discussed, information or materials shared, intellectual property, opinions expressed or work commissioned by OnFrontiers or any Client. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify OnFrontiers and to fully cooperate with OnFrontiers in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms and Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.
You shall also keep and maintain as strictly confidential, and agree not to communicate, reveal, or disclose to OnFrontiers, OnFrontiers Advisors, any of its affiliates or any Client, confidential or proprietary information about your employer or a company for whom you serve as an officer or director, material non-public information, trade secrets, or other information you have a duty to keep confidential (e.g. confidential information regarding your employer.
It is understood and agreed that any services performed by you under these Terms and Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on OnFrontiers’ behalf or to represent that you have any such authority. You shall not be deemed to be an employee of OnFrontiers or any of its Clients and you shall not be entitled to any benefits provided by either OnFrontiers or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms and Conditions. Nothing in these Terms and Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, OnFrontiers or its Clients.
You may terminate your membership in OnFrontiers Advisors at any time by providing us with thirty (30) days prior written notice (email shall suffice). Likewise, OnFrontiers may terminate your membership in OnFrontiers Advisors at any time and for any reason without providing notice. Termination shall not relieve either party of its obligations under these Terms and Conditions intended to survive termination, which include, but are not limited to: Privacy, Compliance with Terms and Conditions, Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and Venue and Miscellaneous.
You agree that for a period of one year from the completion of any Project with a Client to whom you have been first introduced by us, you will not circumvent OnFrontiers by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with a Client first introduced to you by us pursuant to which you would be engaged by such Client to provide services of a similar nature to the services Advisors provide to OnFrontiers’ Clients without our prior written consent. You also agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of OnFrontiers or of any Clients to whom you have been first introduced by us.
You are solely responsible for the content that you share or create in connection with your performance of services hereunder. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”) that you provide to OnFrontiers, Clients or third parties in connection with your performance of such services. IP that you create in connection with any Client Project shall be solely owned by the Client who requested the Project and that Client may use such IP for any purpose permitted under applicable law and that Client’s agreement with OnFrontiers. Any inventions, discoveries or improvements that are based in any way on any IP you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Client. Any IP that you created prior to, or independently of, any Project (hereafter, “Advisor IP”) remains your property. However, with respect to any Advisor IP that you share or otherwise provide to a Client in connection with a Project, you shall automatically grant that Client a perpetual, world-wide, royalty-free, and transferable license to use such Advisor IP. Furthermore, and without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that Client for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.
You agree to indemnify and hold harmless OnFrontiers and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns (collectively, the “OnFrontiers Parties”) from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms and Conditions.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL ONFRONTIERS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS AN ADVISOR, OR YOUR INTERACTIONS OTHERWISE WITH ONFRONTIERS PARTIES OR CLIENTS. ONFRONTIERS PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF ONFRONTIERS PARTIES ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES PAID BY ONFRONTIERS TO YOU HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.
OnFrontiers agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services under these Terms and Conditions, so long as such damages do not arise out of or relate to a failure by you to comply with these Terms and Conditions, or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this paragraph constitute the “Limitation of Liability.”
You agree not to provide investment, accounting, legal advice on Projects with OnFrontiers’ Clients, regardless of your professional designations and other licenses. Auditors or former auditors shall not comment on companies whom they have audited in the prior three years.
Except in exceptions specifically approved in writing by OnFrontiers, you may not earn fees for your participation on Client Projects if you are a Government Official or a Government Employee. Also, you may not discuss with OnFrontiers’ Clients matters of government legislation, regulation, policy, contracts, or other business that you would be in a position to vote upon or otherwise influence unless in the case that engaging with the public on these topics is part of your normal work responsibilities. Our definition of Government Officials and Employees excludes those working in academia even in the case that the institution is owned by a government entity.
You agree not to provide medical advice on Projects with OnFrontiers’ Clients and not to discuss with OnFrontiers’ Clients matters of clinical trail results, patient experience information, or other nonpublic information regarding nonpublic trials.
The validity, interpretation, performance and enforcement of these Terms and Conditions shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New York.
We may modify these terms and conditions from time to time by posting the modification(s) on our website, onfrontiers.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Advisor in OAN. If you continue to participate as an Advisor after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms and Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms and Conditions shall be binding upon and inure solely to the benefit of you and OnFrontiers and the successors, assigns and Clients of OnFrontiers. As used in these Terms and Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Terms and Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms and Conditions, and these Terms and Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.