CLIENT (RESEARCHER) PARTICIPATION AGREEMENT
BY ACCEPTING THE TERMS AND CONDITIONS OF THIS CLIENT (RESEARCHER) PARTICIPATION AGREEMENT (THE "AGREEMENT"), YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
FOR THE PURPOSE OF THIS AGREEMENT, THE TERM "RESEARCHER" SHALL REFER TO YOU.
This Agreement is entered into by Zintro, Inc., a Delaware corporation ("Zintro"), and the Researcher, as of the date the Researcher submits his or her online registration as a client on the Network (as defined below).
INTRODUCTION
Zintro provides an automated network (the "Network") for use by clients desiring to identify and consult with subject-matter experts in various fields ("Experts") for a fee on a per–consult basis. Zintro and the Researcher desire to establish the terms and conditions under which the Researcher will register as a researcher on the Network and consult with Experts from time to time. In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows:
1. Consults.
1.1 Scheduling. The Researcher may, from time to time, submit requests through the Network for consultation services from an Expert (a "Consult"). Following the Researcher's submission of a Consult request, Zintro, in its sole discretion, may refer such request to one or more Experts who Zintro believes may have expertise in the subject matter of such Consult request. Zintro will not participate in a Consult after it introduces a Researcher to an Expert and is not responsible for the content of the Consult.
1.2 Duration of Consult. The duration of each Consult shall be as agreed to in advance of the Consult by the Expert and the Researcher (the "Minimum Duration"); provided that the Researcher and the Expert may agree to extend a Consult beyond the Minimum Duration (such period of time beyond the Minimum Duration, "Extended Time").
1.3 Termination of Consult. Either the Expert or the Researcher may terminate his or her participation in a Consult at any time. Unless the Expert specifies that a Consult is free, the Researcher shall be required to compensate an Expert pursuant to Section 3 for all Consults not terminated by either the Expert or the Researcher within five (5) minutes after the beginning of such Consult. The Researcher shall not be required to compensate an Expert pursuant to Section 3 for any Consult terminated by either the Expert or the Researcher within five (5) minutes after the beginning of such Consult.
1.4 Confirmation. Following the completion of the Consult, the Expert will confirm completion and certain other details regarding the Consult by using the confirmation function on the Network. Zintro will contact the Researcher through the confirmation function on the Network to confirm such information (the "Confirmation"). If the Researcher does not respond to such confirmation request within three (3) days of Zintro sending such request to the Researcher, the Researcher shall be deemed to have submitted the Confirmation.
1.5 Dispute Resolution. In the event there is a dispute between the Expert and the Researcher relating to a Consult, the Researcher shall promptly notify Zintro of such dispute using the “Dispute” function on the Network, pursuant to which Zintro will make available on-line forms for the Expert and the Researcher to each provide Zintro with a written summary of the dispute. Zintro may request additional information concerning the Dispute. Within thirty (30) days of Zintro receiving both written summaries, Zintro shall notify the Expert and the Researcher in writing of its decision regarding the resolution of the dispute. Such decision shall be final and binding upon both the Expert and the Researcher.
1.6 Disclaimer/Reliance. UNDER NO CIRCUMSTANCES WILL ZINTRO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE RESEARCHER'S RELIANCE ON INFORMATION PROVIDED BY AN EXPERT. THE RESEARCHER UNDERSTANDS AND AGREES THAT IT IS THE RESEARCHER'S RESPOSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE FROM AN EXPERT OR THROUGH THIS WEBSITE. NO INFORMATION OBTAINED FROM AN EXPERT SHOULD BE CONSTRUED AS LEGAL, INVESTMENT, TAX OR MEDICAL ADVICE.
1.7 Standard of Conduct. The Researcher agrees to participate in the Network in good faith and shall not seek to procure services for an initial Consult from an Expert identified to the Researcher by the Network other than through the Network.
1.8 No Inducement. The Researcher agrees not to induce any Expert to: (a) provide any investment advice, or ratings, recommendations or other discussion of the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto, or any legal, medical, accounting or tax advice; (b) disclose any material nonpublic information concerning any company, or make recommendations, signal or otherwise express opinions about a company while in possession of material nonpublic information concerning such company; (c) disclose any trade secrets or confidential or proprietary information belonging to or concerning a third party, or make recommendations, signal or otherwise express opinions based on such information; (d) breach any agreement, obligation or duty (including any company policy or procedure) to which such Expert is subject; (e) violate any law, rule or regulation to which such Expert is subject; or (f) act in a manner that presents a conflict of interest or an appearance of a conflict of interest for such Expert. The Researcher shall immediately terminate any Consult with an Expert who the Researcher knows or has reason to believe has engaged in any conduct described in (a) through (f) of the preceding sentence and to notify Zintro promptly of such situation.
2. Term. This Agreement shall commence on the date hereof and shall continue until terminated in accordance with the provisions of Section 4
3. Fees.
3.1 Consult Fees. Upon submitting a request for a Consult, the Researcher will provide Zintro with a valid credit card or PayPal account number. Following receipt of the Confirmation, Zintro will charge such credit card for (i) a "Consult Fee" equal to the duration of the Consult multiplied by the Expert's hourly rate, provided that, except as provided in Section 1.3, in no event shall the Consult Fee be less than the Expert's hourly rate multiplied by the sum of (a) the Minimum Duration and (b) the Extended Time (if any); (ii) Zintro's "Network Fee," as determined by reference to the Schedule of Fees and Services located on the Zintro website; (iii) any fees payable to a referral agent as disclosed to the Researcher prior to the submission of the Consult request; and (iv) any referral fee which the Researcher has agreed to pay prior to the Consult in accordance with Section 3.2 below. All fees shall be payable in U.S. Dollars and exclusive of all applicable federal, state and local taxes. The Schedule of Fees and Services (as amended from time to time by Zintro) is hereby made a part of this Agreement.
3.2 Referral Fee. The Researcher may notify Zintro that the Researcher is willing to pay a referral fee to an Expert who introduces a new Expert with specified subject matter expertise to the Network for the purpose of performing the requested Consult with the Researcher.
3.3 Premium Fee. As a condition to joining the Network as a Premium Client, the Researcher will provide Zintro with a valid credit card or PayPal account number, which shall be charged for the Premium Client Service as set forth on the Schedule of Fees and Services. Such fee is non-refundable and will automatically renew at the end of the term of such service unless the Researcher opts out of such automatic renewal.
4. Termination. Either Zintro or the Researcher may terminate this Agreement upon written notice to the other party. The Researcher shall make all payments due pursuant to Section 3 for any Consult performed in accordance herewith prior to the date of such termination. Sections 4 through 12 of this Agreement shall survive the termination of this Agreement. Zintro may, in its sole discretion, restrict the Researcher's access to the Network following the termination of this Agreement.
5. Ownership of Consult Content. Experts shall have no rights to any product, discovery, invention, idea or other intellectual property that may result either directly or indirectly from, or based fully or partially upon, a Researcher's use of the Consult Content. "Consult Content" shall include all opinions, information, materials or other communications or content created or communicated by the Expert in connection with a Consult.
6. No Conflict.
6.1 Employment Obligations. The Researcher represents and warrants that his or her use of the Network does not, and shall not, breach any of his or her employment obligations or any agreement that obligates him or her to keep in confidence any trade secrets or confidential or proprietary information of his or hers or of any other party or to refrain from competing, directly or indirectly, with the business of any other party or otherwise conflict with any of his or her agreements or obligations to any other party.
6.2 Applicable Law, Ethical Standards and Rules of Conduct.. The Researcher represents and warrants that his or her engaging in activities in connection with the Network does not, and shall not, violate any law, rule, regulation or other obligation. The Researcher further represents and warrants that he or she is and shall be in compliance with all ethical standards and rules of conduct that apply to the Researcher concerning his or her activities in connection with the Network.
7. Liability and Indemnification.
7.1 Limitation of Liability. THE RESEARCHER AGREES THAT ZINTRO, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS (INCLUDING EXPERTS), AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE OBLIGATED TO THE RESEARCHER OR ANY THIRD PARTY FOR ANY CLAIMS, DAMAGES (INCLUDING WITHOUT LIMITATION FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES), LOSSES, COSTS (INCLUDING WITHOUT LIMITATION ANY AND ALL LEGAL FEES AND COSTS AND ANY OTHER EXPENSES INCURRED IN INVESTIGATING, PREPARING FOR, DEFENDING AGAINST, OR SETTLING ANY COMMENCED OR THREATENED LITIGATION, ARBITRATION, PROCEEDING OR CLAIM) AND OTHER EXPENSES ARISING DIRECTLY OR INDIRECTLY OUT OF OR FROM THE RESEARCHER'S USE OF, OR ACTS OR OMISSIONS IN CONNECTION WITH, THE NETWORK (COLLECTIVELY, "CLAIMS"), including without limitation:
(a) any use or reliance on any information obtained by the Researcher from an Expert in connection with a Consult;
(b) any inaccurate or incomplete information furnished as part of the Researcher's or any Expert's registration on the Network or any updates thereto;
(c) any dishonest, fraudulent, negligent or criminal act or omission by the Researcher or any Expert in connection with the Network;
(d) any breach by the Researcher or any Expert of any agreement with Zintro or any other person;
(e) any claim that the Researcher used any Consult Content for improper or illegal purposes; and
(f) any claim that the use of any Consult Content infringes on the rights of a third-party.
7.2 Indemnification. The Researcher agrees to indemnify, defend and hold harmless Zintro, its Affiliates, and their respective directors, officers, employees, consultants (including Experts), agents and other representatives from and against any and all Claims relating to or arising out of the Researcher's participation in the Network or any breach of this Agreement by the Researcher.
8. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
9. Amendment. This Agreement may be amended or modified only by a written instrument agreed to by both Zintro and the Researcher, provided that the Schedule of Fees and Services may be amended from time to time in the sole discretion of Zintro by posting such updated Schedule of Fees and Services on the Zintro website and providing notice of such update to the Researcher.
10. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to the conflict of law principles thereof.
11. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, Zintro may be merged or which may succeed to its assets or business, provided, however, that the obligations of the Researcher are personal and shall not be assigned to any third party.
12. Miscellaneous.
12.1 Notice of Inability to Comply. The Researcher shall notify Zintro immediately if and to the extent the Researcher is no longer able to comply with any term or condition of this Agreement and if any of the representations or warranties regarding the Researcher ceases to be accurate as of any date while this Agreement is in effect.
12.2 No Waiver. No delay or omission by Zintro in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by Zintro on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.
12.3 Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.
12.4 Unenforceability. In the event that any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
12.5 Notices. Any notice required to be delivered hereunder may be in written or electronic form and shall be effective upon receipt.
