As used in this Agreement, the following terms shall have the following meanings:
Additional Pool– an Expert Pool which may be added to a Provider Level Customer Plan beyond the Expert Pool that is included in such plan package.
Affiliated Expert- employees and/or contractors who perform Consultations pursuant to an Off-Platform employment or consulting agreement with a particular Network Curator, Pool Curator, or Pool Partner, and typically are paid Off-Platform.
Affiliate– the Network Curator, Pool Curator, or Pool Partner, on behalf of which an Affiliated Expert performs Consultations.
Authorized User- individual who a Customer has authorized and enabled to use Customer’s OnFrontiers account, through the granting of login credentials.
Book- schedule a Consultation on the Platform.
Charges – the fees payable by the Customer to OnFrontiers as agreed in an Order Form or otherwise in accordance with the terms of the relevant Global Customer Services Agreement. Charges may include: Implementation Fees, Subscription Fees, Credit Fees and Additional Limit Fees.
Collection- a database of Experts on the OnFrontiers Platform. Types of Collection include: Knowledge Networks, Expert Pools and the Marketplace.
Component- service or feature included in the base price of a Customer Plan.
Confidential Information- means any non-public information, however obtained, which by its nature should be understood by a reasonable person to be confidential or a trade secret and which, if released, would likely have a material adverse impact on an individual’s privacy or a business or organization’s competitiveness, programs, reputation or foreign relations. Confidential Information includes, without limitation, the general or specific subject matter of any Consultation or Opportunity Call, and the actual or anticipated business and/or products, research or development of a Curator, Pool Consumer or their respective clients. Confidential Information also includes the fact of the existence of any agreement with OnFrontiers, a Curator, Pool Partner or Consumer, and the terms thereof, the details of any information received by Expert from Curator or a Consumer in the course of performing or being evaluated to perform a Consultation or Opportunity Call, and the nature of the subject areas, issues or questions in connection with which Curator or Consumer seeks or sought Consultation from Expert. Notwithstanding the foregoing, Confidential Information shall not include any such information which Expert can establish (i) was publicly known or made generally available prior to the time of disclosure to Expert; (ii) becomes publicly known or made generally available after disclosure to Expert through no wrongful action or inaction of Expert; or (iii) is in the rightful possession of Expert, without confidentiality obligations, at the time of disclosure by Expert.
Consultation- a call, meeting or written deliverable in which an Expert provides professional information or advice.
Consumer- the party that contracts with the Provider to receive Expert Matching and/or Consultation. Consumers may include: Network Curator, Pool Consumers, Marketplace Consumers, and Guest Consumers.
Consumer Rate– the hourly rate at which OnFrontiers charges Consumers for Consultation by a particular Expert booked through the Marketplace, denominated in Credits.
Contract Year – each twelve (12) month period of the Term starting on the Effective Date and each anniversary thereof.
Credits – pre-paid units of currency which may be purchased through the Website, or included with a Customer Plan, and used to pay for services on the OnFrontiers Platform.
Credit Expiration Date – the date on which particular Credits purchased by a Customer expire, as determined by the Consumer Credit Policy and such Credits’ date of purchase.
Curator- the creator and manager of a given Collection. Curators include: Network Curators; Pool Curators; and OnFrontiers (as Curator of the Marketplace).
Curation – a Collection for which a particular Customer is a Curator.
Curation Participant- a party that offers or receives services in a given Curation.
Customer-a business or organization that contracts with OnFrontiers to establish and maintain a Knowledge Network or Expert Pool on the Platform, or to match with Experts in the Marketplace and / or one or more Expert Pools.
Customer Client-a business or organization using services provided by a Customer.
Customer Data- data uploaded or otherwise transmitted to the Platform by or on behalf of a Customer, or non-Customer Pool Partner, for the purpose of creating Expert Profiles or User Credentials, or otherwise in connection with such Customer’s or Pool Partner’s use of the Platform.
Customer Plan- a package of services and Platform features available to Customers at a fixed rate. Available Customer Plans include: Access Light, Access, Harness, and Provider Plans, as more specifically described in Schedule 3 of the OnFrontiers Global Customer Agreement.
Data Subject– an Identified or Identifiable Natural Person about whose Personal Data is Processed by OnFrontier.
Enhancement- service or feature that may be purchased as an optional “add on” to a base Customer Plan.
Environment – the type of Collection in which particular Consumers and Experts interact on the OnFrontiers platform. Environments include: Expert Pool Environment, Marketplace Environment, or Knowledge Network Environment.
Expert- an Affiliated Expert and/or Unaffiliated Expert, as context may require.
Expert Pool- a Collection of Experts established and managed by an OnFrontiers Customer (the “Pool Curator”), use of which may be shared with Pool Partners, Pool Consumers, and Guest Consumers. Experts, Pool Consumers and Guest Consumers may join an Expert Pool only at the invitation or approval of the Pool Curator and/ or a Pool Partner.
Expert Profile- a landing page describing the professional skills, experiences and achievements of a particular individual whose expert consulting services are available via the OnFrontiers Platform, as well as, in some cases, rates and terms upon which such services are offered.
Expert Rate– the hourly rate at which Expert shall be paid for Consultations provided by Expert via the OnFrontiers Platform, as denominated in US Dollars and set in their Expert Profile from time to time.
Guest- a Guest Pool Consumer or a Guest Pool Curator.
Guest Pool Consumer – an invitee of a Pool Curator, Pool Partner, or Guest Curator (which invitee is not itself a Customer of OnFrontiers), that participates in an Expert Pool using the Pool Curator’s OnFrontiers credentials. Pool Guests may: Match and Book with Experts in an Expert Pool.
Guest Pool Curator- an invitee of a Pool Curator (which invitee is not itself an OnFrontiers Customer) that establishes and maintains an Expert Pool using the Pool Curator’s OnFrontiers credentials. Guest Pool Curators may: (1) add and remove Experts from the Expert Pool; and (2) invite Pool Consumers to participate in the Expert Pool.
Identified or Identifiable Natural Person- a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Introduced Unaffiliated Expert- an Unaffiliated Expert to whom Customer is first introduced via the OnFrontiers Platform.
Knowledge Network- a Collection of Experts established and
managed by an OnFrontiers Customer (the “Network Curator”), use of which is limited to the Network Curator. Typically, Knowledge Networks serve as a company or organization’s internal resource and are not shared with unaffiliated third-party Consumers.
Marketplace- a Collection of Unaffiliated Experts that is established and managed by OnFrontiers, use of which is available to all OnFrontiers Customers who register as Marketplace Consumers.
Marketplace Consumer- a business or organization that Matches with and/or receives Consultations from Experts in the Marketplace.
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 Consumer’s desired Consultation.
Network Consumer- a Consumer that Matches or Books with Experts in a Network Expert.
Network Curator- an OnFrontiers Customer that establishes and maintains a Knowledge Network on the OnFrontiers Platform.
Network Expert- an Expert who is registered to participate in a Knowledge Network. An Expert may register in a Knowledge Network only at the invitation or direction of the Network Curator.
Notification Window – the number of calendar days prior to the end of the term of a particular Order Form within which Customer may notify OnFrontiers of Cancellation of the Customer Plan received by Customer pursuant to such Order Form.
Off-Platform- not using the OnFrontiers website.
On-Platform- using the OnFrontiers website.
Opportunity Call– an exploratory call between a Marketplace Expert and an OnFrontiers Customer, resulting from an introduction by OnFrontiers, for the purpose of discussing a potential business, employment, or consulting opportunity.
Order Form – an OnFrontiers order form agreed between the parties setting out the Services subscribed to by the Customer, the applicable Charges and any Special Terms, to which the terms of this Agreement apply.
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 pursuant to the OnFrontiers Global Customer Agreement or an Expert Participation Agreement.
Platform User- an individual who visits or registers for the Platform.
Pool Consumer- a Consumer that Matches or Books with Experts in an Expert Pool.
Pool Curator- an OnFrontiers Customer that establishes and maintains an Expert Pool on the OnFrontiers Platform. Pool Curators may: (1) add and remove their own Experts from the Expert Pool; (2) Match and Book with Experts in the Expert Pool; and (3) invite Pool Partners, Pool Consumers and Guest Consumers to participate in the Expert Pool.
Pool Guest- Guest Pool Consumers and/or Guest Pool Curators, as context may require.
Pool Expert- an Expert who is registered to participate in an Expert Pool. An Expert may register in an Expert Pool only at the invitation, direction or consent of a Pool Curator or Pool Partner.
Pool Partner- an OnFrontiers Customer that participates in an Expert Pool at the invitation of the Pool Curator. Pool Partners may: (1) add and remove their own Experts from the Expert Pool; (2) Match and Book with Experts in the Expert Pool; and (3) invite Pool Consumers and Guest Consumers to use the Expert Pool.
Pool Partner Agreement– agreement between a Pool Curator and Pool Partner for the provision of services to a Pool Partner and/or Pool Partner Clients via the Pool Curator’s Expert Pool.
Pool Year- recurring twelve calendar month period calculated beginning on the Additional Pool Start Date and ending on the Additional Pool End Date, except that where a period shorter than twelve months remains in the Additional Pool Period, the Pool Year shall be such shorter period.
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.
Provider- the party that contracts with a Consumer to provide Expert Matching and/or Consultations. Providers include: Network Experts, Pool Curators, and Marketplace Experts.
Services – collectively (as applicable), the Subscription Services, Implementation Services, and any other products and services delivered by OnFrontiers in connection with the OnFrontiers Platform.
Subscription- the purchase and use of a Customer Plan on the OnFrontiers Platform as set out in a particular Order Form.
Subscription Period- duration of a Subscription, as identified on a Subscription Order Form.
Subscription Year- recurring twelve calendar month period calculated beginning on the Subscription Start Date and ending on the Subscription End Date, except that where a period shorter than twelve months remains in the Subscription Period, the Subscription Year shall be such shorter period.
Transaction History- record of a party’s engagements with the OnFrontiers Platform including, as relevant, dates of Bookings and Consultations, names of Experts and Consumers Matched, and fees and revenue paid and received.
Unaffiliated Expert- independent contractors who perform Consultations, but have no Off-Platform agreement with a particular Network Curator, Pool Curator, Pool Partner or Marketplace Consumer, and typically are paid On-Platform.
User Credentials- user name and password used to authorize and enable a Platform User to access and act as Consumer or Expert in a particular Collection on the OnFrontiers Platform.