Expert Participation Agreement

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

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

1. Access to the OnFrontiers Platform

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

2. SMS and Mobile Communications

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

3. Creation of Expert Profiles

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

4. Joining the OnFrontiers Platform; Screening and Compliance Training

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

4.2 Expert acknowledges and agrees that the terms of this Expert Participation Agreement may change from time to time and that Expert will be bound by such changes as of their effective date. No changes or updates in terms will be retroactive. OnFrontiers will notify Expert of any changes to this agreement by emailing Expert at the email address provided by Expert to OnFrontiers at the time of registration, or later updated to OnFrontiers by Expert through Expert’s OnFrontiers profile settings. Because email may sometimes be unreliable, Expert additionally agrees to check back on the OnFrontiers website from time to time for updates to this agreement. If Expert does not agree with any change in terms, Expert must immediately cease to participate in the Platform and promptly notify OnFrontiers by emailing hello@onfrontiers.com.

4.3 Expert acknowledges and agrees that, to generate maximum Expert Work for Experts, Expert Profiles of Experts are discoverable by Google and other search engines. Expert may elect to make Expert’s Expert Profile undiscoverable by Google and other search engines, either when creating an Expert Profile or subsequently through Expert’s Platform dashboard. Once an Expert Profile is discoverable by a search engine, it may take four weeks or longer for that search engine to implement any change making it non-discoverable.

4.4 Expert agrees that OnFrontiers may from time to time conduct background screening to verify information provided by Expert to OnFrontiers and to confirm Expert’s compliance with the terms of this agreement. As part of background screening, Expert acknowledges and agrees that OnFrontiers, itself or through a third party, may conduct background checks on Expert to confirm Expert’s professional and educational history and other information provided by Expert to OnFrontiers, and to identify any criminal history. Expert authorizes such background screening and acknowledges that OnFrontiers may consider the results of such screening when determining Expert’s suitability for participation in the Platform and disclose the results to the Expert’s potential clients.

4.5 All Experts are required to successfully complete basic legal compliance training (conducted On-Platform) prior to use of the OnFrontiers Platform, and periodically thereafter.

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

5. Covenants, Representations and Warranties

5.1 In connection with Expert’s participation in the OnFrontiers Platform, Expert will at all times comply with such OnFrontiers Community Standards as may be in effect from time to time, as published on the OnFrontiers website.

5.2 Expert represents and warrants that the entering into, and performance of, this Expert Participation Agreement and any Expert-Client Agreement, by Expert, shall not:

(a) Result in any conflict of interest or likely perceived conflict of interest on the part of Expert;

(b) Cause Expert to be in breach of any agreement with or legal obligation to any person or entity, including without limitation a present or past employer or client of Expert;

(c) Cause Expert to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity, including without limitation a present or past employer or client of Expert;

(d) Result in the disclosure of any confidential or proprietary information;

(e) Violate any applicable law, rule or regulation, including without limitation, restrictions on government or post-government employment.

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

5.4 If Expert is, or was previously, a government employee or contractor, Expert shall disclose this fact to OnFrontiers in writing at the time Expert registers to become an Expert.

5.5 If Expert becomes a government employee or contractor after the date of Expert’s registration as an Expert, Expert shall immediately notify OnFrontiers by emailing hello@onfrontiers.com of such change in status, and will discontinue all consulting activity on the Platform until Expert has received written consent from OnFrontiers to continue to offer Expert services through the Platform.

5.6 Expert shall comply with any and all statutory and contractual restrictions on the nature of work that Expert may perform, and within what timeframe, including without limitation restrictions applicable to government and post-government employment.

5.7 Expert warrants that Expert has never been (i) convicted of or charged with any felony; (ii) the target or subject of any regulatory or enforcement proceeding; or (iii) excluded, suspended or otherwise not permitted to participate in U.S. government or state programs, including, without limitation, under the OFAC Specially Designated Nationals list or the GSA Excluded Parties List System.

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

5.9 Expert is solely responsible for the accuracy and completeness of biographical information about Expert that Expert provides to OnFrontiers and Clients (“Biographical Information”). Expert agrees to provide only accurate and up-to-date Biographical Information, including without limitation information regarding Expert’s employment history and any conflicts or restrictions on Expert’s ability to provide Expert Work. Expert will promptly update OnFrontiers if any Biographical Information changes.

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

5.11 Expert acknowledges and agrees that the Expert’s Video Consultations, and other Expert Work conducted through the Platform, may be recorded and preserved by OnFrontiers and used by OnFrontiers for quality control or to create transcriptions. Expert agrees that OnFrontiers may provide a Client copies of such recordings and transcriptions for the Client’s internal use.

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

6. Payment to Expert

6.1 Experts providing Expert Work on the OnFrontiers Platform will receive payment via OnFrontiers pursuant to the terms of this Expert Participation Agreement and OnFrontiers’ Expert Payment Policy, the terms of which are incorporated in and made part hereof.

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

6.3 If the Customer disputes an hours submission, OnFrontiers will facilitate resolution between the Customer and the Expert and, if the dispute is not resolved, will make a good-faith, evidence-based determination of the hours payable on that submission based on the engagement record. That determination is final as to the hours payable to the Expert for that submission. This Section 6.3 does not limit the Expert’s rights as to any other matter, including OnFrontiers’ failure to pay amounts determined to be due.

7. OnFrontiers’ Right to Mark Up

7.1 OnFrontiers may charge Clients for Expert Work booked through the Platform at such rates and on such basis, in excess of the Expert Rate or the applicable Engagement Rate, as OnFrontiers in its sole discretion determines. OnFrontiers is entitled to retain any difference between amounts payable to the Expert and amounts paid by the Client, as compensation for making the Platform available to the Expert.

7.2 The Expert shall not disclose the Expert Rate or any Engagement Rate to any Client without the prior express written consent of OnFrontiers. This term shall survive termination of this Agreement for any reason.

8. Intellectual Property

8.1 The Expert assigns and licenses to OnFrontiers the Expert’s contributions to the Work Product created in the course of Expert Work. This assignment and license enable OnFrontiers to grant the rights to Work Product set out in the OnFrontiers Terms of Service and Engagement Terms, to reserve and use aggregated and de-identified learnings, and to operate and improve the Platform and its offerings. OnFrontiers exercises these rights only as set out in the Terms of Service, the Engagement Terms, and this Agreement.

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

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

9. Expert-Client Agreements

9.1 The OnFrontiers Expert-Client Agreement is OnFrontiers’ standard agreement governing the direct relationship between an Expert and a Client. It applies, as between the Expert and the Client, to Expert Work the Expert performs for a Client through the Platform (including Video Consultations, Written Responses, and Scoped Engagements) and to any Opportunity Call the Expert engages in. The Expert and the Client may vary the Expert-Client Agreement only by a written amendment agreed with OnFrontiers, and OnFrontiers is a party to it for the limited purposes stated in it (including payment processing).

10. Non-Circumvention

    6.1 No Off-Platform Services without OnFrontiers’ prior written agreement. “Off-Platform Services” means services or information the Expert offers or provides to a Client, or to any third party related to or associated with a Client, otherwise than through the Platform. Unless permitted under Section 10.3, where an Expert’s initial introduction to a particular Client is through the Platform, and unless otherwise approved by OnFrontiers in writing, the Expert agrees that:

(a) for a period of one (1) year following the date of introduction of Expert to such Client, Expert will not:

(i) directly or indirectly offer or provide, or attempt to offer or provide, services or information of any kind, to or on behalf of a Client or any third party that is related to or associated with Client, other than via the OnFrontiers Platform; or

(ii) respond to or accept from Client any offer or solicitation to perform Off-Platform Services, which offer or solicitation is the direct or indirect result of an introduction of Expert and Client that occurred via the OnFrontiers Platform; and

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

10.2 In the event that Expert provides Off-Platform Services in violation of Section 10.1, Expert agrees to pay OnFrontiers a Circumvention Fee in the amount of USD $5,000, within fifteen (15) calendar days of Expert agreeing to perform such Off-Platform Services.

10.3 Notwithstanding anything to the contrary otherwise contained herein, nothing herein shall be construed to prevent Expert from providing Off-Platform Services where prior to commencing such services, Expert and the relevant Client obtain and enter into a written Consent to Off-Platform Services from OnFrontiers. OnFrontiers agrees to provide such Consent where Expert is already subject to an existing contract to provide services to Client at the time of introduction of Expert and Client via the OnFrontiers Platform, and otherwise as OnFrontiers may deem reasonable on a case by case basis.

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

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

11. Relationship of OnFrontiers and Expert

11.1 The Expert is an independent contractor of OnFrontiers for Expert Work the Expert provides through the Platform. The Expert is not an employee or agent of OnFrontiers, and is not an employee, agent, or contractor of any Client. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship between OnFrontiers and the Expert. OnFrontiers pays the Expert for Expert Work as set out in Section 6 and the Expert Payment Policy, and issues U.S. tax information returns (for example, IRS Form 1099) for payments it makes; the Expert is responsible for the Expert’s own taxes as provided in Section 14.2.

11.2 Expert shall not represent or suggest to any third-party that Expert is an employee or consultant of OnFrontiers. Expert may describe themself as “a participating Expert in the OnFrontiers Platform”.

12. Term and Termination of Expert Participation Agreement

12.1 This Expert Participation Agreement will commence on such date as OnFrontiers may confirm that Expert’s application to register as an Expert in the Platform has been accepted by OnFrontiers, and continue until terminated by either OnFrontiers or Expert, pursuant to the terms of this Section 12.

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

12.3 Expert may terminate this agreement upon seven (7) calendar days’ written notice to OnFrontiers, which notice shall be sent by email to hello@onfrontiers.com.

12.4 Except as provided in Section 12.5, in the event of termination, OnFrontiers shall pay Expert pursuant to the terms hereof for services performed by Expert and accepted by Client prior to the date of termination. This Section 12.4 shall survive termination of this agreement for any reason.

12.5 Consequences of breach. If an Expert breaches this Agreement or the Community Standards (including by misrepresenting the Expert’s credentials, experience, or background, by acting dishonestly in connection with Expert Work, or by submitting Work Product that is not the Expert’s own or that infringes the rights of any third party), OnFrontiers may, in addition to its other rights and remedies: (a) suspend or remove the Expert from the Platform; (b) withhold payment for, or recover amounts paid for, the affected Expert Work; and (c) take any other action permitted by law or these agreements.

13. Non-Disclosure

13.1 Unless otherwise expressly agreed by a Platform Client in writing, Expert shall not disclose to any party, other than OnFrontiers employees or approved Platform Client team members: (i) the existence of any agreement between Expert and such Client or the terms thereof, or (ii) the details of any information received by Expert from Client in the course of performing Services on behalf of such Client, or (iii) the nature of the subject areas, issues or questions in connection with which such Client seeks or sought Services from Expert or the advice and information provided by Expert in response to the same.

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

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

14. Indemnification

14.1 Expert agrees to indemnify OnFrontiers for any damages incurred by OnFrontiers arising out of or in connection with Expert’s breach of (i) applicable law; or (ii) any term or condition of this agreement.

14.2 Expert shall indemnify OnFrontiers for any taxes, excises and other governmental charges (except taxes on or measured by the net income of OnFrontiers) that OnFrontiers may be required to pay with respect to performance of this Agreement, except as may otherwise be provided by law.

15. Governing Law; Jurisdiction and Venue

15.1 This Expert Participation Agreement shall be governed by the laws of the State of New York, USA, without regard to the conflict of law provisions of any jurisdiction.

15.2 To the extent that any lawsuit is permitted under this Expert Participation Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of New York, USA.

16. Assignment and Sub-Contracting

No part of any Expert Work that an Expert agrees to perform on the OnFrontiers Platform may be assigned or sub-contracted, in whole or in part, by the Expert to a third party without the Client’s and OnFrontiers’ prior written consent.