Terms & Conditions
TERMS AND CONDITIONS OF EXPERTCONNECT NETWORK MEMBERSHIP ("TERMS AND CONDITIONS")
TERMS AND CONDITIONS OF NETWORK MEMBERSHIP
THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY.
These terms and conditions of network membership ("Terms & Conditions") govern your participation in the ExpertConnect expert network and its affiliate network ExpertConnect Litigation Support, LLC (the "Member Network") by you (the “Industry Consultant”).
These Terms & Conditions may be translated into languages other than English for the convenience of Member Network participants, but the English version shall control over any such translations.
OVERVIEW AND ACTIVITIES
The ExpertConnect Member Network is comprised of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders, professionals, and other organizations (individually, "Client," and collectively, "Clients").
ExpertConnect provides opportunities for Industry Consultants to participate in consultation projects in a variety of ways including, but not limited to, telephone consultations, in-person meetings, and surveys (hereinafter referred to as "Projects").
Additionally, Industry Consultants may be eligible to participate in other non-Project activities and interactions through ExpertConnect ("Network Activities"), such as:
- receiving rewards for referring friends and colleagues to join the ExpertConnect Network;
- selling reports and other syndicated content through ExpertConnect’s online marketplace and/or third party partner sites;
- participating in online discussions with other ExpertConnect Industry Consultants and/or Clients; and
- engaging in other networking and educational opportunities.
You may only join the ExpertConnect Member Network if you are permitted to do so and have obtained all necessary consents or waivers. Prior to joining ExpertConnect’s Member Network you must review employment agreements, employee manuals, codes of conduct, consulting agreements and other similar policies and agreements (if any) to ensure you are allowed to participate in the ExpertConnect Member Network. You should also consider contacting appropriate persons within the firm(s) you have consulted for or your organization (if applicable) to confirm that your participation is permissible and to receive any consents required. It is your responsibility to determine whether it is appropriate for you to join the ExpertConnect Member Network.
As an Industry Consultant, you are a non-agent independent contractor of ExpertConnect. You acknowledge that you have no authority to act on behalf of ExpertConnect. You agree that you are not eligible for any ExpertConnect or Client employment benefits based on your participation in the ExpertConnect Member Network and you shall not identify any Client or ExpertConnect as your employer. You agree that you are joining the ExpertConnect Member Network in your individual capacity and not as a representative of any other company or organization, except as otherwise agreed in writing between such organization and ExpertConnect.
If you are unsure about your ability to comply with these Terms & Conditions, then you must decline to participate in the ExpertConnect Member Network.
While there may be many limitations on the scope of your participation and subjects you may discuss depending upon your particular circumstances, you specifically agree that at a minimum you shall not do any of the following at any time in connection with a Project, Network Activity, or otherwise in connection with your participation in the ExpertConnect Member Network:
- Disclose material, nonpublic information about a public company;
- Disclose information that you have a duty or have agreed to keep confidential (e.g., by agreement, employer policy, fiduciary duty, NDA, etc.);
- Disclose information that you obtained from any person who expects you to keep it confidential or that you believe to be confidential;
- Participate in any Project or Network Activity if doing so would violate applicable law or any agreement with -- or other obligation to -- any person, employer, former employer or other entity;
- Disclose any trade secrets or other proprietary information not owned solely by you;
- Consult for Clients you reasonably believe to be competitors of the company that employs you or on whose board of directors you serve; or
- Give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security.
You further agree that:
- if you are an employee or director of a company, you will decline to participate in Projects or Network Activities the topic of which is that company, and that you will not discuss or disclose information about that company, such as its performance, strategy, or products, without the express written consent of the company;
- if you are an auditor or former auditor, you will not consult about organizations that you currently audit or have audited in the last three years;
- if you have worked in the accounting or finance department of a company within the last six months, you will not discuss accounting or financial issues relating to that company or its affiliates;
- if you are a director, officer or other employee of an entity issuing securities in an initial public offering (IPO), you will decline all Project invitations until the commencement of such offering;
- if you are a director, officer or other employee of an entity that has made or is the subject of a tender offer, or you are at an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project invitations while the tender offer process is taking place;
- if you are a lawyer, you will not give legal advice in connection with a Project or Network Activity and will not establish an attorney-client relationship with Clients through Projects or Network Activities; and
- if you are an employee or agent of a public international organization (e.g., WHO, World Bank, United Nations, etc.) or government owned/controlled organization or are a government official or government agency official, member of party, or candidate, whether in the U.S. or elsewhere, you will not discuss legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence.
You further represent that you have not been included on the Excluded Parties List System maintained by the GSA or the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control or any other similar list, domestic or foreign, and if your status shall change with respect to this representation, you shall immediately notify ExpertConnect of such event.
If you become concerned with the nature of any inquiry or Project by a Client, you must discontinue your participation and notify ExpertConnect immediately by emailing [email protected] or calling (888) 987-XPRT (9778). To encourage you to err on the side of caution during your participation in the ExpertConnect Member Network, you may submit a payment request for time allocated for any interaction you discontinue for the purpose of compliance with these Terms & Conditions.
You agree to cooperate fully in any ExpertConnect inquiry concerning actual, alleged, or potential violations of these Terms & Conditions.
Healthcare Member Network Participants
If you are a healthcare professional:
- and you are an investigator or have another role in a clinical trial, you agree that you will not discuss trial results or patient experience until such information has been made public;
- you represent that that you are duly licensed, to the extent required, in the state(s), province(s) and/or country in which you are currently practicing;
- you agree that you will not disclose to ExpertConnect or its Clients any patient information prohibited by law or give medical advice during Projects, Network Activities, or otherwise through your participation in the ExpertConnect; and
- you represent that you have not been excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs, or listed on the List of Excluded Individuals/Entities issued by the Office of Inspector General of the U.S. Department of Health and Human Services Office and/or the Debarment List of the U.S. Food and Drug Administration, and if your status should change with respect to any of these representations, you shall immediately notify ExpertConnect of such event.
Please note that Clients are not permitted to influence your decisions about what drugs, devices or services to prescribe, refer, use, dispense, purchase, lease or order. If at any time during a Project you believe that a Client is marketing products or services to you rather than conducting research, or is inappropriately attempting to influence your choice of products or to reward you for using or recommending any particular products, please terminate the Project and notify ExpertConnect immediately.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
Your participation in Projects and Network Activities is always at your discretion. ExpertConnect makes no representation regarding the frequency, quantity or type of invitations to Projects or Network Activities you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by ExpertConnect or as otherwise stated in any Project invitation, you will only be compensated for the time you spend interacting with Clients on Projects at your agreed rate and you will not be compensated for preparation time, wait time or time set aside if a Project with a Client does not occur. You may not assign Projects or Network Activities or delegate any portion of your work thereon to others (including without limitation to any other employees of your firm) without ExpertConnect’s prior written consent.
All interactions must be set up through ExpertConnect or its systems. If a Client contacts you without having arranged the Project through ExpertConnect, and you consult with the Client, you are not eligible for payment from ExpertConnect, even if the call is a follow-up to a recent Project that was arranged through ExpertConnect. Clients are not authorized to expand the scope of a Project except to the extent ExpertConnect has agreed otherwise in writing.
PAYMENT TO INDUSTRY CONSULTANTS
Industry Consultant shall submit request for payment for Projects within seven (7) to ten (10) days of completion of a Project. The payment request shall have accurate information on the duration of the telephone consultation with a Client including a description of the topic discussed (not specific details on the discussion, but general areas discussed). Telephone consultation invoices may be reviewed by Clients. Industry Consultants may only modify their hourly billing rate twice per year either on June 1 or December 1 of each year.
Industry Consultant may terminate any Project at any point where they reasonably believe that a question raised seeks to elicit an answer that may cause them to violate a duty of confidentiality owed to a third party, disclose material non-public information, or otherwise cause a violation of these Terms and Conditions. ExpertConnect shall compensate Industry Consultant for a full hour honorarium even if the Project terminates at any point short of an hour duration.
Payment shall only be made in U.S. currency. For Industry Consultants based outside of the U.S., please take this fact and exchange rates into consideration in setting your hourly consultation rate. If a wire transfer is requested, the wire transfer fee(s) may be deducted from the amounts owed to the Industry Consultant. If a payment request for a Project has not been submitted within twelve (12) months of the completion the Project, Industry Consultant shall forfeit their right to payment for the unbilled Project.
COMMUNICATION WITH A NON-MEMBER NETWORK PARTICIPANT
If you speak with a person who is not in the ExpertConnect Member Network in connection with any Project, you agree:
- not to describe yourself as working for or on behalf of ExpertConnect;
- to disclose to such person that you are acting on behalf of a Client (without identifying such Client);
- not to pay, give anything of value to, or otherwise compensate such person (or promise to do any of the foregoing) to provide you with information; and
- not to solicit information that you believe the person, if he/she were an ExpertConnect Member Network participant, could not disclose under these Terms & Conditions.
NON-SOLICITATION OF CLIENTS
Membership in the ExpertConnect Member Network is non-exclusive, and there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the ExpertConnect Member Network, for Clients to whom you have been first introduced through ExpertConnect, you agree not to knowingly solicit projects from or propose or agree to any kind of consulting or employment arrangement with such party directly or indirectly without written permission of ExpertConnect for a period of one year from the most recent Project with or introduction to such Client. This non-solicitation provision does not prohibit a Member Network Participant from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with ExpertConnect, you also agree not to knowingly solicit for employment any employee of ExpertConnect or any Clients to whom you have been first introduced due to your participation in the ExpertConnect Member Network. If a Client informs ExpertConnect of any such prohibited solicitation by you, you shall forfeit any fees or honorarium owed.
Content you create independently of, or prior to, any Project ("Retained Content") remains your property and you retain all rights, title and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall be owned entirely by and shall be proprietary to the Client.
Confidentiality of ExpertConnect and Client Information
While you participate in the ExpertConnect Member Network and thereafter, you agree not to disclose or to attempt to use or personally benefit from any Confidential Information that is disclosed to or known by you because of your participation in the ExpertConnect Member Network until such time as the Confidential Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by ExpertConnect for the purpose of facilitating a particular Project. Confidential Information shall include: (1) the identity of Clients (e.g., do not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions or transactions of any Client; or (4) any other confidential information of ExpertConnect or its Clients. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Confidential Information to anyone other than ExpertConnect, you will promptly and diligently notify ExpertConnect, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with ExpertConnect in protecting such information to the extent possible under applicable law.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the ExpertConnect Member Network or in a Project prior to accepting an invitation for that Project.
Some Projects are collaborative, and involve working with other Member Network participants. You owe the same duty of non-disclosure to such other Member Network participants as you would to any Client under these Terms and Conditions.
Note that your obligations not to use or personally benefit from Confidential Information as set forth above prohibit you from using information you learn during a Project to trade securities or make personal investment decisions.
Reliance by Clients
These Terms & Conditions are intended to benefit Clients and enable Clients to satisfy themselves that all Projects will be carried out in accordance with these Terms and Conditions and applicable laws and will not, among other things, lead to the improper disclosure of confidential information, including material non-public information. Clients may from time to time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in a Project. You understand that other Member Network participants, each Client, and the person with whom you may engage in any Project or Network Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to enforce your compliance with these Terms & Conditions.
Right to Injunction/Limitation on Liability
In no event shall ExpertConnect be liable to you or any other party for any damages resulting from or relating to your participation in the Member Network, the performance of any services by you as a Member Network participant, or the business operations of ExpertConnect, including without limitation for any incidental, consequential, punitive or special damages regardless of the theory of liability and even if ExpertConnect was informed of the possibility of such damages. ExpertConnect agrees that for its part it shall not seek to impose on any individual Member Network participant any liability for damages based on his or her performance of services hereunder as a Member Network participant, including without limitation for any incidental, consequential, punitive or special damages, so long as such damages do not relate to or arise out of the failure of the Member Network participant to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Member Network participant that constitutes gross misconduct. You are solely responsible for your actions. ExpertConnect shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration under the rules of the American Arbitration Association (the "AAA") in effect from time to time. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Member Network participant resides in Europe, in which case such Industry Consultant may elect to have the arbitration held in London, England, or unless the Member Network participant resides in Asia, in which case such Member Network participant may elect to have the arbitration held in Hong Kong. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of ExpertConnect's right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys' fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding.
These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York Law without regard to New York's choice of law rules.
The invalidity or unenforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.
Survival of Certain Provisions
You have the right to withdraw from the ExpertConnect Member Network at any time upon written notice to ExpertConnect, and ExpertConnect has the unlimited right to terminate or limit your membership in the ExpertConnect Member Network at any time and for any reason.
By signing these Terms & Conditions, you acknowledge that you are making express representations to ExpertConnect, LLC and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
Version Date: July 10, 2018
End of Terms & Conditions