Standard Definition Schedule

As used in this Agreement, the following terms shall have the following meanings:

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 Video Consultation on the Platform.

Booking Fee- the fee charged on the first Custom Match with a particular Expert, as set out in the OnFrontiers Customer Charging Policy. No Booking Fee applies where a Client engages an Expert directly through self-service rather than through a Custom Match.

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 Terms of Service. Charges may include: Implementation Fees, Subscription Fees, Credit Fees, Credit Top-Ups, and Expert Fees.

Circumvention- engaging, hiring, contracting with, or otherwise compensating an Expert outside the Platform — whether for Expert Work, employment, or other services — in order to avoid fees payable to OnFrontiers, in respect of an Expert introduced to the Customer or Client through the Platform. The performance of Scoped Engagement work outside the OnFrontiers Website is not Circumvention where payment for such work remains Platform-mediated.

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.

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 Expert Work or Opportunity Call, and the actual or anticipated business and/or products, research or development of a Customer or Client, or their respective clients. Confidential Information also includes the fact of the existence of any agreement with OnFrontiers, a Customer or Client, and the terms thereof, the details of any information received by an Expert from a Customer or Client in the course of performing or being evaluated to perform Expert Work or an Opportunity Call, and the nature of the subject areas, issues or questions in connection with which a Customer or Client seeks or sought Expert Work from an Expert. Notwithstanding the foregoing, Confidential Information shall not include any such information which an Expert can establish (i) was publicly known or made generally available prior to the time of disclosure to the Expert; (ii) becomes publicly known or made generally available after disclosure to the Expert through no wrongful action or inaction of the Expert; or (iii) is in the rightful possession of the Expert, without confidentiality obligations, at the time of disclosure by the Expert.

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

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 Top-Up- Credits purchased in addition to the Credits included with a Customer Plan, priced in accordance with the then-current top-up schedule. Credit Top-Up consumption and expiration are governed by the OnFrontiers Customer Charging Policy.

Credit Expiration Date - the date on which particular Credits purchased by a Customer expire, as determined by the Customer Charging Policy and such Credits’ date of purchase.

Customer- a business or organization that contracts with OnFrontiers under the Terms of Service.

Customer Data- data uploaded or otherwise transmitted to the Platform by or on behalf of a Customer,  in connection with such Customer’s use of the Platform.

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.

Custom Match- a Match facilitated by OnFrontiers, such as a curated or research-assisted introduction of an Expert to a Client, as distinct from a Client’s self-service engagement of an Expert the Client identifies itself.

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.

End Client- a Customer’s own client or customer (for example, the agency or organization a Customer serves), where the context requires reference to such downstream party.

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, and the Not-to-Exceed Amount, which the Customer confirms in-platform to form the engagement.

Engagement Rate- the amount payable to an Expert for a Scoped Engagement, which may differ from the Expert’s standard Expert Rate; the Engagement Rate is OnFrontiers’ Confidential Information and is not disclosed to the Customer or Client.

Engagement Terms- the OnFrontiers Engagement Terms, which supplement the Terms of Service and govern Scoped Engagements initiated through the Platform.

Expert- an individual approved by OnFrontiers and party to an Expert Participation Agreement who offers Expert Work to Customers and Clients via the Platform.

Expert Fee- the fee payable by Customer for an Expert’s performance of Expert Work, at the rate set out on the applicable booking page or in the Engagement, or as otherwise agreed (for example, the Expert’s hourly or fixed-price rate).

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 an Expert is paid for Expert Work provided via the OnFrontiers Platform, as denominated in US Dollars and set in their Expert Profile from time to time.

Expert Work- the services that Experts provide to Clients via 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.

Generalizable Knowledge- an Expert’s pre-existing and general knowledge, expertise, methods, and know-how, and learnings not specific to a Customer or Client, in each case exclusive of Confidential Information.

Growth Pro- an Expert designated by OnFrontiers to provide Growth Pro Services (such as fractional capture, business development, proposal, and strategy support) to a Client and, where the Customer so authorizes, to act as a delegated administrator of the Customer’s account, as further described in the OnFrontiers Growth Pro Addendum.

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.

Guided Launch- the one-time implementation and onboarding service provided in connection with a new Guided Plan, as described in the OnFrontiers Plan Descriptions.

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.

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.

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.

Not-to-Exceed Amount (“NTE”)- the maximum amount for which a Customer may be charged for a Scoped Engagement absent an amended Engagement Order.

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.

On-Platform- using the OnFrontiers website.

Opportunity Call- an exploratory call between an Expert and an OnFrontiers Customer, resulting from an introduction by OnFrontiers, for the purpose of discussing a potential business, employment, or consulting opportunity.

Order End Date- the date on which the Initial Term or a Renewal Term ends, as specified in the Customer’s Subscription Order Form.

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 the terms of this Agreement apply.

Order Start Date- the date on which the Initial Term begins, as specified in the Customer’s Subscription Order Form.

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 Terms of Service or an Expert Participation Agreement.

Platform User- an individual who visits or registers for the Platform.

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.

Representation Services- services in which an Expert acts as a Customer’s or Client’s representative or agent, or advocates for a Customer or Client, with any third party.

Scoped Engagement- a defined project or assignment performed by an Expert for a Client via the Platform under an Engagement, governed by the OnFrontiers engagement terms. 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.

Services- collectively (as applicable), the Subscription, Guided Launch, 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 or, for a Pro Subscription, as agreed at sign-up.

Subscription Period- duration of a Subscription, as identified on a Subscription Order Form.

Transaction History- a record of a party’s engagements with the OnFrontiers Platform including, as relevant, dates of Bookings and Expert Work, names of Experts and Clients Matched, and fees and revenue paid and received.

User Credentials- user name and password used to authorize and enable a Platform User to access the Platform and act as Client.

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

Written Response- a written deliverable prepared by an Expert in response to a Client’s question or defined scope and delivered via the Platform, priced on an hourly basis or as a fixed budget in accordance with the OnFrontiers Customer Charging Policy.