Date of Last Revision: November 24, 2017.
This Zintro User Agreement (the “Agreement”) is a contract between you (“User” or “you”) and Zintro, Inc., a Delaware corporation with its principal place of business at 177 Huntington Ave Ste 1703 #27193 Boston, Massachusetts 02115-3153 (“Zintro”,“we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this Agreement in order to use the Zintro Platform and/or receive Recruiting Services from Zintro. Zintro may amend this Agreement at any time by posting a revised version on www.zintro.com (the “Site”). Each revised version will state its effective date, which will be on or after the date posted by Zintro. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the Zintro Platform and/or receipt of Recruiting Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms. This Agreement includes and hereby incorporates by reference the Zintro Plans, Pricing and Fee Schedule, the Zintro Expert Plans and Fee Schedule and Zintro Plan Agreement (which may separately be entered into between Zintro and a company or user), as the same may be modified by Zintro from time to time in its sole discretion. Capitalized terms are defined throughout this Agreement and in Section 15.
YOU UNDERSTAND THAT BY SUBMITTING ANY FORM, CREATING AN ACCOUNT, OR BY USING THE ZINTRO PLATFORM AND/OR RECEIVING RECRUITING SERVICES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE ZINTRO PLATFORM OR RECEIVE RECRUITING SERVICES. IF YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT. IN SUCH EVENT, “YOU,” “YOUR” AND “CLIENT” OR “EXPERT,” AS APPLICABLE, WILL REFER AND APPLY TO SUCH ENTITY.
1. THE ZINTRO PLATFORM
1.1 Purpose of the Zintro Platform. The Zintro Platform allows Clients to identify, connect and consult with Experts in various fields, and also allows Zintro to provide Recruiting Services. Under this Agreement, Zintro provides services to both Clients and Experts, including curating Clients and Experts, facilitating payments between Clients and Experts, and facilitating the formation of contracts between Clients and Experts. Clients (or Zintro on the Client’s behalf in the course of performing Recruiting Services) post inquiries and/or job listings and invite Experts to engage with them on projects related to such inquiries, or to submit their candidacy with respect to such job listings. Experts post profiles, reply to Client inquiries, bid on projects, and submit their candidacy for job listings. Additional terms and conditions may apply based on whether you are using the Zintro Platform and/or receiving Recruiting Services with respect to consulting engagements or employment, as follows:
(a) For consulting relationships, the terms and conditions set forth in Exhibit A apply in addition to the general terms contained in the body of this Agreement.
(b) For employment relationships, the terms and conditions set forth in Exhibit B apply in addition to the general terms contained in the body of this Agreement.
1.2 Eligibility. The Zintro Platform is available only to legal entities and persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. User agrees that User is not: (a) a citizen or resident of a country in which use or participation is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual or an individual employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations, or other economic sanction rules of any sovereign nation.
1.3 Entity Users. If you agree to this Agreement on behalf of a legal entity, you are solely responsible for (a) ensuring that only authorized representatives of the entity are permitted to perform or receive Expert Services or receive Recruiting Services on behalf of the entity hereunder, and (b) prior to performing or receiving any Expert Services or receiving any Recruiting Services hereunder, providing all such representatives with a copy of this Agreement and obtaining their consent to be bound by all of the terms and conditions herein. Such entity is solely responsible for any breach of this Agreement by any such representative.
2. GENERAL POLICIES REGARDING ACCESS TO THE ZINTRO PLATFORM
2.1 General User Obligations. You will not access (or attempt to access) the Zintro Platform by any means other than the interface provided, and you will not use information from the Zintro Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Zintro Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Expert Services. You agree not to “scrape” or disaggregate data from the Zintro Platform (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Zintro Platform for any other service. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Zintro Platform (e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use).
2.2 Identity Verification.
(a) Zintro reserves the right to validate User information at any time, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorize Zintro, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. Failure to provide information about you and/or your business when requested is a violation of this Agreement.
(b) By registering as a User, you authorize Zintro, and Zintro reserves the right but not the obligation, to utilize third-party service providers to verify on an ongoing basis that your registration data is accurate (“Verification Checks”). You agree that Zintro may take such action in response to Verification Checks as it deems appropriate in its sole discretion, including without limitation suspending your access to the Zintro Platform and/or terminating this Agreement, should it determine that you have violated any representation or warranty or any other provision of this Agreement or are otherwise unsuitable for Zintro.
(c) Additionally, you hereby represent, understand and expressly agree that Zintro does not have control over or assume any responsibility for the quality, accuracy, or reliability of the information included in a Verification Check. Zintro does not typically communicate the results of a Verification Check to any third party, though we reserve the right to do so. Notwithstanding the foregoing, you expressly acknowledge that Zintro has no obligation to perform Verification Checks on any Users. To the extent Zintro performs such checks on certain Users, the checks are limited and should not be taken as complete, accurate, up-to-date or conclusive evidence of the accuracy of any information those users have provided or of their eligibility to provide or receive Expert Services through the Zintro Platform.
2.3 Account Security. User is solely responsible for ensuring and maintaining the secrecy and security of the User's Zintro account password. User agrees not to disclose this password to anyone (or, in the case of an Agency (as defined in Section 18.2 below), not to disclose this password to anyone who is not a subcontractor of such Agency), and shall be solely responsible under all circumstances for any use of or action taken through the use of such password on the Zintro Platform. You must notify Zintro Support at email@example.com immediately if you suspect that your password has been lost or stolen. By using your User account, you acknowledge and agree that Zintro's account security procedures are commercially reasonable.
2.4 Enforcement of Agreement and Policies. Zintro has the right, but not the obligation, to suspend or cancel your access to the Zintro Platform if it believes that you have violated or acted inconsistently with the letter or spirit of this Agreement or violated our rights or those of another party. Without limiting Zintro's other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Zintro Platform to you if: (a) you breach any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our other Users or for Zintro. Once suspended or terminated, you MAY NOT continue to use the Zintro Platform under a different account or reregister under a new account. If you attempt to use the Zintro Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any parts of the Zintro Platform, including data, messages, files and other material you keep on the Zintro Platform.
2.5 Determination of designation of your profile as an Client, Expert or Client/Expert. Depending on the fields you populate within your Zintro Profile, your will be designated as a Client, Expert, or Client/Expert (both). This designation will impact the Plans you can participate in and the features available to you.
2.6. Determination of Plan. If you are not aware whether your company has a pre-existing Client Plan and/or Expert Plan in place with Zintro, you can send an email to firstname.lastname@example.org to request that information. You will be asked to verify your identity and association with your company before the information is provided. Users are prohibited from registering multiple accounts with different email addresses in order to attempt to bypass User limitations as defined by this Agreement or by the Zintro Plan Agreement.
3. CLIENT PLANS
3.1. Zintro offers multiple Plans for Clients. These Plans are described in Zintro Plans, Pricing and Fee Schedule . All Clients using Zintro have to be on only one Plan. If you have not selected a Plan or if your Zintro Plan Agreement has terminated, you will be considered to be on the “Pay As You Go Plan”. Details are covered on Zintro's Pricing page.
4. EXPERT PLANS
4.1. Zintro offers multiple Plans for Experts. These Plans are described in Zintro Expert Plans and Fee Schedule. All Experts using Zintro have to be on only one plan. If you have not specifically selected a Plan or if your Zintro Plan Agreement has terminated, you are considered to be on the “Standard Expert Plan".
4.2. Standard Expert Plan Features. The following describes the features included in the Standard Client Plan. If blank, the feature does not apply to the Standard Plan, but may apply to other Plans.
5. PAYMENTS AND PAYMENT METHODS
(a) In order to utilize some of the optional paid Plan service offerings on the Zintro Platform, Users must pay Zintro a recurring subscription fee. Such subscription fees are non-refundable. If you sign up for a Zintro paid Plan, you agree to pay Zintro all subscription charges associated with the membership type to which you subscribe, as described on the Site at the time you subscribe, and provide your payment information. You also authorize Zintro to charge your chosen payment provider according to the terms of the membership type to which you subscribe. The subscription period and the amount and frequency of the charges will vary depending on the Plan you or your company select. Zintro reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
(b) To the extent you elect to purchase other services or product offerings Zintro may offer for a fee, you authorize Zintro to charge your chosen payment provider for these services and/or products you purchase. You agree that if Zintro already has your credit card on file as a result of prior purchases you have made, we may charge that credit card for the additional services/products you purchase.
(c) Zintro paid Plan subscriptions will continue until cancelled by the User or Zintro terminates this Agreement. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically renew for an additional equivalent period as the subscription term you originally selected and at the subscription rate and frequency disclosed to you on the Site when you originally subscribed, unless otherwise provided at the time you subscribed. You may cancel your paid membership subscription by adjusting your account settings. If you cancel your subscription, you typically will be permitted to use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires.
5.2 Payment Methods. User hereby authorizes Zintro to run credit card authorizations on all credit cards provided by User, to store credit card details as User's method of payment for any amounts due in connection with the use of the Zintro Platform, receipt of the Recruiting Services or engagement for Expert Services hereunder, and to charge User's credit card (or any other form of payment authorized by Zintro or mutually agreed to between User or User’s company and Zintro as part of a Zintro Plan Agreement). If a User fails to pay Zintro amounts due under this Agreement, whether by canceling their credit card, initiating an improper chargeback, or by any other means, Zintro reserves the right to immediately suspend such User’s account.
6. CANDIDATE SOURCING AND CLASSIFICATION
6.1 Zintro-Sourced Candidates. A “Zintro-Sourced Candidate” is a Candidate that has been identified and referred to the Client by Zintro, meaning a Candidate replies through the Zintro Platform or a Zintro employee or agent otherwise (via email or other communication) notifies the Client and shares the Candidate's resume, profile or contact information with the Client. A Candidate shall also be deemed to be “Zintro-Sourced” if that Candidate was referred by another Zintro-Sourced Candidate. If a Client sources or has sourced a Candidate through another channel, has engaged in ongoing two-way interaction with that Candidate, and notifies Zintro within 3 business days of Zintro's referral of that Candidate, the Candidate will be deemed to be a “Non-Zintro-Sourced Candidate”. If Client fails to notify Zintro within that time period, the Candidate is considered to be a "Zintro-Sourced Candidate". Upon request, Client will provide Zintro with documentation supporting Client's determination of the Candidate's status.
6.2 Candidate Classification.
(a) For purposes of calculating the Zintro Success Fee, Zintro will consider a Candidate to be an independent contractor if: (x) Client hires Candidate in the U.S. and Client will report to tax authorities with respect to such Candidate using IRS Form 1099, (y) Candidate will invoice Client for services performed, or (z) Candidate does not qualify as an employee per the definition below. Additional terms that apply for Clients seeking to hire contractors are set forth in Exhibit A.
(b) Zintro will consider a Candidate to be an employee if (a) Client hires the Candidate in the U.S. and the Client will report to tax authorities with respect to such Candidate using IRS Form W-2, or (b) Client hires the Candidate outside of the U.S. and will pay the employee a regular salary without a specified termination date. Additional terms that apply for Clients seeking to hire employees are set forth in Exhibit B.
7. ACKNOWLEDGMENTS BY USER OF ZINTRO'S ROLE
7.1 Service Contracts. User expressly acknowledges, agrees and understands that: (i) the Zintro Platform is strictly a venue where Users may act as Clients or Experts; (ii) Zintro is not a party to any Service Contracts between Clients and Experts; (iii) User is not an employee of Zintro and Zintro will not deduct any amount for withholding, unemployment, Social Security or other employment taxes; (iv) Zintro does not, in any way, supervise, direct, or control User's work or Expert Services (including, without limitation, by specifying where or how Expert Services are provided, determining the type or amount of compensation, or by providing any training, equipment, labor or materials); (v) Zintro shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by Users; (vi) Zintro has no control over Experts or over the Expert Services promised or rendered by Experts; and (vii) Zintro makes no representations as to the reliability, capability, or qualifications of any Expert or the quality, security or legality of any Expert Services, and Zintro disclaims any and all liability relating thereto.
7.2 Proprietary Rights. Zintro and its licensors reserve all Proprietary Rights in and to the Zintro Platform. User may not use the Zintro Platform except as necessary for the purposes of discharging its obligations under this Agreement and any Service Contract entered into pursuant to this Agreement. Zintro reserves the right to withdraw, expand and otherwise change the Zintro Platform at any time in Zintro's sole discretion. User shall not be entitled to create any “links” to the Zintro Platform, or “frame” or “mirror” any content contained on, or accessible through, the Zintro Platform, on any other server or internet-based device.
7.3 Zintro as a Limited Agent. From time to time, a User may ask Zintro to provide a physical or manually signed copy of this Agreement, a Service Contract, or an ancillary document (for example, to enable a User to withdraw payments from User's foreign bank account). User hereby appoints Zintro as its agent for the limited purpose of executing documents that confirm User's activities on the Zintro Platform. Zintro will act on User's behalf and in a clerical capacity, without in any way restricting Zintro's rights or expanding Zintro's obligations under this Agreement or any Service Contract. Each User appoints Zintro as its agent to execute an Act of Acceptance or equivalent instrument on the User's behalf documenting payments made or to be made to Experts or to Zintro, if another User so requests.
8. ZINTRO WEBSITE AND USER-GENERATED CONTENT TERMS OF SERVICE
8.1. Website Content. Users have a personal, non-transferable, non-exclusive right to access and use the Content of this website subject to these Terms of Service. The term “Content” means all information, text, images, data, links, or other material posted on the website, whether created by us or provided by another person for display on the website.
The Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes.
You may view, copy, download, and print Content that is available on this website, subject to the following conditions:
(a) The Content may be used solely for internal informational purposes. No part of this website or its Content may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording for any other purpose.
(b) The Content may not be modified.
(c) Copyright, trademark, and other proprietary notices may not be removed.
Nothing contained on this website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this website or any Content displayed on this website, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms of Service; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this website.
8.2. Content Submitted by Users.
(c) Liability. We are not responsible or liable for the conduct of users or for views, opinions and statements expressed in Content submitted for public display through our website, such as through an online discussion forum or chat room. We do not prescreen information posted to online discussion forums or chat rooms. With respect to such forums and chat rooms, we are acting as a passive conduit for such distribution and are not responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by users of an online discussion forum or chat room are those of the respective author(s) or distributor(s) and not of Zintro. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted to this website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to this website.
(d) Monitoring. We have the right, but not the obligation, to monitor Content submitted to our website through an online discussion forum or chat room, to determine compliance with these Terms of Service and any other applicable rules that we may establish. We have the right in our sole discretion to edit or remove any material submitted to or posted in any online discussion forum or chat room provided through this website. Without limiting the foregoing, we have the right to remove any material that Zintro, in its sole discretion, finds to be in violation of these Terms of Service or otherwise objectionable, and you are solely responsible for the Content that you post to this website
8.3. Content Intellectual Property Rights.
(a) Unless otherwise noted, all Content contained on this website is the property of Zintro and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
(b) We do not claim ownership of Content submitted by users without compensation by Zintro and with the expectation that such Content will be made publicly accessible through our website. By submitting such Content, however, you hereby grant us a world-wide, royalty-free, fully paid-up, perpetual, irrevocable, transferable, sublicensable, non-exclusive license to use, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such Content.
8.4. Prohibited Conduct. By accessing our website or any chat room, online discussion forum, or other service provided through our website, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to, use our website or any related chat room or online discussion forum to:
(a) Transmit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable, as determined by Zintro.
(b) Use a name or language that Zintro, in its sole discretion, deems offensive.
(c) Post defamatory statements.
(d) Post hateful or racially or ethnically objectionable Content.
(e) Post Content which infringes another's copyright, trademark or trade secret.
(f) Post unsolicited advertising or unlawfully promote products or services.
(g) Harass, threaten or intentionally embarrass or cause distress to another person or entity.
(h) Impersonate another person.
(i) Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
(j) Exploit children under 18 years of age.
(k) Engage in disruptive activity such as sending multiple messages in an effort to monopolize the forum.
(l) Introduce viruses, worms, Trojan horses and/or harmful code to the website.
(m) Obtain unauthorized access to any computer system through the website.
(n) Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent’s consent in the case of a child under 13 years of age).
(o) Solicit personal information from children under 13 years of age.
(p) Violate any federal, state, local, or international law or regulation.
(q) Encourage conduct that would constitute a criminal or civil offense.
8.5. Copyright Infringement; Notice and Take Down Procedures. If you believe that any materials on this website infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its website location or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that "under penalty of perjury," you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf.
8.6. Links to Third-Party Websites. This website may contain links to non-Zintro websites that are provided to you as a convenience. Any outside website accessed from our website is independent from Zintro, and we have no control over the content of such websites. We are not responsible for the content of any linked website or for any loss or damage incurred in connection with your use of such links or dealings with the operators of such non-Zintro websites.
8.7. No Implied Endorsements. In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by Zintro of that third party or of any product or service provided by a third party. Likewise, a link to any non-Zintro website does not imply that we endorse or accept any responsibility for the content or use of such a website.
8.8. Jurisdictional Issues Outside of United States We make no representation that information on this website is appropriate or available for use outside the United States. Those who choose to access this website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws.
9. CONFIDENTIAL INFORMATION
In connection with use of the Zintro Platform and/or the Recruiting Services, Zintro and User may each receive non-public information of a sensitive, confidential or proprietary nature from each other, including, without limitation, Candidate personal information (“Confidential Information”). Zintro and User shall each accept Confidential Information of the other in confidence and shall not disclose any Confidential information to any third party, including affiliated entities, without the prior written consent of the disclosing party, provided that Zintro may disclose Confidential Information that comprises Client Deliverables, Expert Deliverables, or Work Product to a User’s counterparty under a Service Contract if User decides to use the Zintro Platform to store or transmit such information in connection with such Service Contract. Zintro and User shall use each other’s Confidential Information only to the extent necessary to perform their obligations under this Agreement and shall, upon written request of the disclosing party, immediately return or destroy any such Confidential Information upon termination of this Agreement. Confidential Information does not include, and this section shall not apply to, information that (a) was already known by the receiving party or generally available to the public at the time of disclosure (b) becomes generally available to the public after disclosure through no act or omission of the receiving party, (c) was disclosed to the receiving party by a third party not subject to any confidentiality restrictions, or (d) was independently developed by the receiving party without the use of the other party’s Confidential Information.
10. WARRANTY DISCLAIMER
ZINTRO MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE EXPERTS, EXPERT SERVICES, WORK PRODUCT, ZINTRO PLATFORM, RECRUITING SERVICES OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZINTRO DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SECTION 13.2 (TERMINATION) STATES USER'S SOLE AND EXCLUSIVE REMEDY AGAINST ZINTRO WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES OR DISSATISFACTION.
UNDER NO CIRCUMSTANCES WILL ZINTRO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY THE CLIENT’S RELIANCE ON INFORMATION PROVIDED BY AN EXPERT. THE CLIENT UNDERSTANDS AND AGREES THAT IT IS THE CLIENT’S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT DELIVERED OR OTHERWISE MADE AVAILABLE THROUGH THE ZINTRO PLATFORM OR THE RECRUITING SERVICES. NO INFORMATION OBTAINED FROM AN EXPERT SHOULD BE CONSTRUED AS LEGAL, INVESTMENT, TAX OR MEDICAL ADVICE.
11. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZINTRO BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT COSTS OR DAMAGES, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION OR PROFIT. THE LIABILITY OF ZINTRO TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) U.S. $500; AND (B) ANY ZINTRO SUCCESS FEES RETAINED BY ZINTRO WITH RESPECT TO CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR EXPERT DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
12.1 Proprietary Rights. User shall indemnify, defend and hold harmless Zintro and its subsidiaries, affiliates, officers, agents, employees, representatives and agents (each an “Indemnified Party” for purposes of this Section 12) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, judgment, or adjudication that any Work Product, Expert Services or action or omission by such User infringes Proprietary Rights or other rights of any third party.
12.2 Indemnification by Client. Client shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Client's receipt of any Expert Services, (ii) any Service Contract entered into between such Client and any Expert, (iii) any claim that Expert was misclassified under applicable employment law or that Zintro was an employer or joint employer of Expert, and (iv) any other claims related to applicable employment law, including, without limitation, relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.
12.3 Indemnification by Expert. Expert shall indemnify, defend and hold harmless the Indemnified Parties from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) arising from or relating to (i) such Expert's provision of Expert Services, or (ii) any Service Contract entered into between such Expert and any Client.
13. TERM AND TERMINATION
13.1 Term. The term of this Agreement commences on the Effective Date and continues in effect until terminated in accordance with Section 13.2 below.
13.2 Termination of Access to the Zintro Platform.
(a) Either Zintro or User may terminate this Agreement with respect to the access and use of the Zintro Platform at any time, with or without cause, effective immediately upon written notice to the other party (or, in the case of Zintro, by terminating or suspending User's access to all or part of the Zintro Platform, removing User’s profile and/or any content posted by or about User from the Zintro Platform, and/or terminating User’s account with Zintro), provided, that any such termination for convenience shall not affect the validity of any Service Contracts that have been executed prior to termination and this Agreement shall continue to apply with respect to such Service Contracts.
(b) In addition to the above, should Zintro determine that a User is otherwise not eligible to use the Zintro Platform, has violated any terms stated herein, is not suitable for participation as a User, or has misused or misappropriated Zintro Platform content, including but not limited to use on a “mirrored”, competitive, or third-party site, Zintro reserves the right, in its sole discretion, to immediately terminate such User’s access to all or part of the Zintro Platform, to remove such User’s profile and/or any content posted by or about such User from the Zintro Platform, and/or to terminate such User’s account with Zintro, with or without notice.
(c) If Zintro terminates this Agreement (including any applicable subscription under Section 5.1), we have no obligation to notify you of the reason, if any, for your termination. Following any termination of any User’s use of the Zintro Platform, Zintro reserves the right to send a notice thereof to other Users with whom we believe the terminated User has corresponded.
13.3 Termination of Recruiting Services. Either Zintro or Client may terminate this Agreement with respect to the Recruiting Services at any time, with or without cause, upon thirty (30) days prior written notice to the other party.
13.4 Consequences of Termination. An Expert’s termination shall not relieve Client of the requirement to pay for time spent and expenses incurred prior to the effective date of the termination, which fees and expenses, together with any applicable taxes, shall be charged to Client's credit card or other form of payment pursuant to Section 5.1. Subject to Section 14.9 (Dispute Resolution; Arbitration; Personal Jurisdiction and Venue), Zintro shall pay Expert, in accordance with Section 17.3 of Exhibit A, for all time recorded in the Time Logs, and any other agreed upon out-of-pocket costs of the Expert, incurred prior to the effective date of the termination.
13.5 Survival. Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,14, 15, 16, 17, 18, 19, 20, 21 of this Agreement shall survive any expiration or termination thereof.
14.1 Entire Agreement. This Agreement, including the documents incorporated by reference herein, sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.
14.2 Compliance. User shall not violate any laws or third party rights on or related to the Zintro Platform. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties' Proprietary Rights.
14.3 Notices: Consent to Electronic Notice. You consent to the use of (a) electronic means to complete this Agreement and to deliver any notices pursuant to this Agreement; and (b) electronic records to store information related to this Agreement or your use of the Zintro Platform. Notices hereunder shall be invalid unless made in writing and given (a) by Zintro via email (in each case to the email address that you provide), (b) a posting on the Site or (c) by you via email to email@example.com or to such other addresses as Zintro may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
14.4 Modifications. No modification or amendment to this Agreement shall be binding upon Zintro unless in a written instrument signed by a duly authorized representative of Zintro. For the purposes of this Section 14.4, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles.
14.5 No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
14.6 Assignability. User may not assign this Agreement, or any of its rights or obligations hereunder, without Zintro's prior written consent in the form of a written instrument signed by a duly authorized representative of Zintro (and, for the purposes of this Section 14.6, a written instrument shall expressly exclude electronic communications such as email and electronic notices but shall include facsimiles). Zintro may freely assign this Agreement without consent of User. Any attempted assignment or transfer in violation of this Section 14.6 will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
14.7 Severability. If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
14.8 Choice of Law. This Agreement and any controversy, dispute or claim arising out of or relating to this Agreement (“Claims”), shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.9 Dispute Resolution; Arbitration. In the event of a Claim, the parties shall first confer and negotiate in good faith to reach a resolution. If the parties are unable to resolve the Claim informally, the Claim shall be determined on an individual basis (and not in a class, consolidated or representative action) by binding non-appearance based arbitration in Boston, Massachusetts. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. If for any reason a Claim proceeds in court rather than in arbitration, you hereby waive any right to a jury trial and agree that you may only pursue such Claim on an individual basis, and not as a plaintiff or a class member in a class, consolidated or representative action. An arbitration decision may be confirmed by any court with competent jurisdiction. This section shall not apply to Claims involving alleged infringement or misappropriation of Zintro’s intellectual property rights, or prevent Zintro from seeking injunctive or equitable relief from a court with competent jurisdiction. Zintro has the option, but not the obligation, to assist Client and Expert in resolving any disputes that arise under Service Agreements to which they are a party.
14.10 Prevailing Language. The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any.
Unless defined elsewhere herein, capitalized terms shall have the following definitions:
“Candidate” means any person Zintro introduces or refers to Client by sending the Candidate's resume (via Zintro or off-platform) or by otherwise introducing or referring such person to Client.
“Client” means any User utilizing the Zintro Platform or Recruiting Services to request Expert Services to be performed by an Expert. From time to time, Zintro may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Zintro when acting in this way.
“Client Deliverables” means instructions, requests, intellectual property and any other information or materials that an Expert receives from a Client for a particular Service Contract.
“Effective Date” means the date of acceptance of this Agreement.
“Expert” means any company or individual User utilizing the Zintro Platform to offer Expert Services to one or more Clients.
“Expert Deliverables” means instructions, requests, intellectual property and any other information or materials that a Client receives from an Expert for a particular Service Contract.
“Expert Fees” means: (a) for an Hourly-Rate Contract, an amount equal to the number of hours recorded by Expert in the Time Logs, multiplied by the Hourly Rate; (b) for a Fixed-Price Contract, the Fixed-Price; and (c) any bonuses paid or other payments made by a Client for a Service Contract.
“Expert Services” means general consulting, advisory, expert or business services or any other human services.
“Fee Schedule” means the pricing and other terms & conditions associated with a Zintro Plan as described in the Zintro Plans, Pricing and Fee Schedule, the Zintro Expert Plans and Fee Schedule and/or Zintro Plan Agreement.
“Fixed-Price” means a fixed fee agreed between a Client and an Expert, prior to the commencement of a Service Contract, for the completion of all Expert Services requested by Client for such Contract.
“Fixed-Price Contract” means a Service Contract for which Client is charged a Fixed-Price.
“Hourly Rate” for a Service Contract means, in respect of an Expert, the hourly rate specified for that Expert on the Zintro Platform.
“Hourly-Rate Contract” means a Service Contract for which Client is charged based on the Expert’s Hourly Rate.
“Plan” (or “Client Plan” or “Expert Plan”) refers to the plan under which the User is an “Authorized User” as described in a “Zintro Plans, Pricing and Fee Schedule” or a “Zintro Expert Plans and Fee Schedule” specified in a separate “Plan Agreement” agreed to by User or User’s Company. If no Plan Agreement has been explicitly executed by User or his/her company or if a previous Plan has expired or otherwise been terminated, the User will be considered to be part of a “Standard Client Plan” and/or a “Standard Expert Plan”.
“Proprietary Rights” means any and all rights, title, ownership and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
“Recruiting Services” means Zintro’s identification and referral of appropriate Candidates and/or providing personal details regarding such Candidates to Client. Recruiting Services can be for the sourcing of full-time employees, part-time employees, consultants or other professional service providers.
“Search” or “Searches” (also referred to as an “Inquiry” or “Inquiries”) include a variety of different use cases including full-time jobs, part-time jobs, consultant assignments, expert witness engagements and others.
“Service Contract” means a particular project or engagement, or set of ongoing projects or engagements, for which a Client has requested Expert Services to be performed by an Expert and the Expert has agreed to perform.
“Time Logs” means a record of the time worked for a specific Client that is either maintained on the Zintro Platform or separate ledger.
“Work Product” means any tangible or intangible results or deliverables that Expert agrees to create for, or actually delivers to, Client as a result of performing Expert Services on a particular Service Contract and any intellectual property developed in connection therewith.
“Zintro Success Fee” means, for consulting engagements, the fee due from Expert to Zintro, and for employment relationships, the fee due from Client to Zintro, in each case, as set forth on the Fee Schedule.
“Zintro Plan Agreement” means an agreement between Zintro and a company or an individual User that includes pricing information, terms & conditions (supplemental or superseding those in this User Agreement, and a list of Authorized Users subject to the Plan.
“Zintro Plan Descriptions and Fee Schedule” means the description of Plans offered by Zintro to a company or an individual User.
“Zintro Platform” means Zintro’s online marketplace for connecting professionals and companies for purposes of consulting and/or employment relationships.
EXHIBIT A – CONTRACTOR TERMS
16. RECRUITING SERVICES
16.1 No Endorsement. Zintro may provide Client with a customized list of potential Experts to consider for particular projects based on the information the Client provides Zintro regarding its needs and preferences. In providing such lists, User expressly acknowledges, agrees and understands that neither Zintro nor its respective employees are making a referral to, or endorsing, any individual or company Expert nor providing any medical, diagnostic, treatment or clinical service or engaging in any conduct that requires a professional license.
16.2 Hiring Procedures. When hiring a Zintro-Sourced Candidate as a consultant, Client will promptly (within 3 business days) notify Zintro when such Candidate either receives a verbal or written offer for engagement by Client as a consultant, or has been engaged by Client as a consultant. Such notice shall contain details of the compensation Client will pay to the Candidate, which Zintro will use to determine the Zintro Success Fee. Within twelve (12) months from when a Zintro-Sourced Candidate is introduced to Client, if the Candidate is hired or engaged as a consultant by the Client for any position or project within Client’s organization, irrespective of whether Zintro provided Recruiting Services to Client with respect to such position or project, Client shall pay Zintro the applicable Zintro Success Fee.
16.3 Zintro or Third Party as Employer. Upon request by Client, Zintro may, on a case-by-case basis and subject to additional fees, terms and conditions, hire an Expert as an employee (or cause a third party to do so) to provide Expert Services to Client.
17. SERVICE CONTRACT TERMS BETWEEN CLIENT AND EXPERT
17.1 Service Contracts. If a Client and Expert agree on the terms of a consulting engagement, they shall enter into a Service Contract with each other subject to the provisions set forth in this Section 17. Unless alternative arrangements are authorized by Zintro, Zintro both (a) collects payment from Clients in connection with their receipt of Expert Services through the Zintro Platform, and (b) pays Experts in connection with their delivery of Expert Services through the Zintro Platform.
17.2 Required Terms. Clients and Experts entering into Service Contracts shall include in such agreements terms and conditions that are materially equivalent to those set forth at Exhibit C (the “Required Terms”), provided, however, that the Required Terms are for reference only and do not constitute legal advice, and both Client and Expert should retain independent counsel if they have any questions regarding the Required Terms or otherwise require assistance in negotiating a Service Contract. Client and Expert may not agree to any terms and conditions in a Service Contract or any other agreement that affect the rights or responsibilities of Zintro without Zintro’s express written consent.
17.3 Client Payments and Billing. With respect to Service Contracts, Client shall pay the agreed-upon amount for time spent (under Hourly-Rate Contracts) or the approved project in its entirety or in contractual milestone payments (under Fixed-Price Contracts) directly to Zintro. If and when Zintro receives payment from Client, Zintro will deduct the Zintro Success Fee and remit the balance to Expert. Depending on the size of the engagement and any special billing arrangements agreed to by Zintro: (a) Experts will either submit an invoice to Zintro using the Zintro platform or forward an off-platform invoice directly to Zintro’s finance and administration department, and (b) Zintro will then either charge Client’s payment method registered with the Zintro Platform or forward Client a formal invoice. All Zintro invoices are due and payable by Client upon receipt.
17.4 Zintro Success Fees. Zintro charges Experts a fee for the services of connecting them with the Clients that engage them for Expert Services and for collecting payment for the Expert Services performed as set forth on the Fee Schedule. If the Expert elects disbursement through a third party, the third party may assess additional fees. If the Expert elects disbursement in foreign currency, Zintro may add a conversion fee of 1.5% to the spot rate quoted by its foreign exchange vendor. Zintro expressly reserves the right to negotiate alternative fee arrangements with Clients and Experts on a case-by-case basis. All Zintro Success Fees are non-refundable, whether or not Service Contracts were completed to the satisfaction of the Client.
17.5 Disbursements to Experts. Zintro will automatically disburse funds to Experts according to the payment instructions on file with Zintro no more than two weeks after funds become payable, subject to resolution of any disputes related to such funds in accordance with the procedures set forth in Section 14.9. Funds become payable to Experts working on Fixed Price Contracts after Clients accept work submitted by an Expert. Notwithstanding anything in this Agreement to the contrary, Zintro’s obligation to remit payment to Experts is subject to Zintro’s receipt of payment from the applicable Client.
17.6 Audit Rights. Client and Expert each shall (i) create and maintain records to document satisfaction of its obligations under this Agreement and any Service Contract, including without limitation their payment obligations and compliance with tax laws, and (ii) provide copies of such records to Zintro upon request. Zintro, or Zintro's advisors or agents, shall have the right, but not the obligation, to routinely, but no more frequently than annually, audit Expert's operations and records to confirm compliance. Nothing in this provision should be construed as providing Zintro with the right or obligation to supervise or monitor the actual Expert Services performed by Expert.
18. POLICIES REGARDING ENGAGEMENT AND PAYMENT FOR SERVICES
(a) From time to time, Expert may be contacted through the Zintro Platform to provide Expert Services for a Client. Expert may accept or reject an invitation to provide Expert Services at his, her or its sole discretion, provided that Expert must reject certain Expert Services, as further described in Section 19 below. Zintro has sole discretion to determine which Expert the Zintro Platform may identify for any inquiries from a Client and Zintro has no obligation to provide Expert with a minimum number of Service engagements.
(b) Once the terms of an engagement for Expert Services has been confirmed, Client and Expert must notify Zintro either by updating the status of the engagement on the Zintro Platform or by contacting Zintro at firstname.lastname@example.org.
(c) In addition to paying Zintro Success Fees (as defined below) resulting from engagements with a Client directly on the Zintro Platform, Experts are responsible for paying Zintro Success Fees for subsequent engagements with the same Client and new or subsequent engagements with an Affiliate (as defined in Section 19.2) of such Client, even if such engagements do not originate or otherwise take place through the Zintro Platform.
(d) If you have questions about the terms of this Section 18.1 or about what constitutes an engagement requiring the payment of Zintro Success Fees, you are encouraged to contact Zintro at email@example.com before proceeding with any particular engagement or other arrangement.
18.2 Agency. Expert Services provided on Hourly-Rate Contracts under an Expert's profile must be performed by the Expert represented. If Expert wishes to subcontract with third parties to perform Expert Services on Expert’s behalf on Hourly-Rate Contracts, Expert must do so via a legally recognized entity with the ability to hire and/or contract (an “Agency”). Expert acknowledges and agrees, and shall cause Agency to acknowledge and agree, that Agency's employees or contract personnel are not employees of Zintro or Client. Expert shall ensure that Agency is solely responsible for all wages, costs, unemployment insurance, compensation insurance, and expenses of Agency's employees or contract personnel and has the sole and exclusive right to supervise and control them. Expert shall cause Agency to acknowledge and agree that neither Agency, nor any of its employees or agents, shall have any claim under this Agreement or any Service Contract for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits of any kind from Zintro or Client.
18.3 Disintermediation. Unless otherwise expressly authorized in writing by Zintro in its sole discretion, Client shall make all payments relating to, or in any way connected with, a Service Contract (including, without limitation, bonuses) through the Zintro Platform. Any action that encourages or solicits complete or partial payment outside of the Zintro Platform (unless expressly authorized by Zintro) is a violation of this Agreement. Should a Client or Expert (including an Agency) be found in violation of this Section 18.3, it will owe Zintro an amount with respect to each Service Contract equal to the greater of (a) $5,000 or (b) the applicable fees had the payments been processed through the Zintro Platform, plus 18%. In the event an Expert receives full or partial payment for Expert Services outside of the Zintro Platform without Zintro’s express authorization, Expert shall notify Zintro immediately and pay Zintro the applicable Zintro Success Fee promptly upon discovery of such payment.
(a) Notwithstanding the provisions set forth above, Users may agree to provide or receive Expert Services directly subject to compliance with the terms of this Section 18.7. As used in this section, “directly” means without the use of the Zintro Platform or not in connection with any Recruiting Services provided hereunder, as applicable. If any Expert Services (including for purposes of this Section 18.7 services rendered by an Expert as a full- or part-time employee of a Client) are rendered directly less than three (3) years after the Client identifies or connects, directly or indirectly (e.g., with a Client Affiliate), with the Expert through the Zintro Platform (including by responding to the Expert’s request to connect with the Client) or via the Recruiting Services, payment for such Expert Services will not be subject to Zintro Success Fees provided that the Client pays Zintro a “Buy-Out” fee in accordance with the procedure set forth below:
(b) Prior to contracting directly to receive Expert Services from a User identified through the Zintro Platform or via the Recruiting Services, the Client will notify Zintro in writing of its intent to pay the Buy-Out fee in lieu of the Zintro Success Fees.
(c) The Client will provide a good faith estimate of the then-anticipated amount to be paid to the Expert for such Expert Services during the twelve (12) month period immediately following the date of such notice. In the event of part-time or full-time employment, the good faith estimate shall equal the total cash compensation, including salary, bonus, and other cash incentives, anticipated during the first twelve (12) months of employment.
(d) The Client will pay the greatest of (i) fifteen percent (20%) of the good faith estimate described above, (ii) twelve (12) times the Average Monthly Zintro Success Fees (as defined below) and (iii) five thousand dollars ($5,000). For purposes of this Agreement, the “Average Monthly Zintro Success Fees” means the average monthly amount of Zintro Success Fees that became due based upon work performed for the Client by the Expert over the four (4) months immediately preceding the buy-out notice described in clause (b) above, not counting any months in which no Zintro Success Fees became due.
(e) If any Expert Services are rendered more than three (3) years after the Client identifies or connects, directly or indirectly (e.g., with a Client Affiliate), with the Expert through the Zintro Platform (including by responding to the Expert’s request to connect with the Client) or via the Recruiting Services, no Zintro Success Fees or Buy Out fees will apply.
18.5 Non-Payment. If a Client fails to pay Zintro or an Expert amounts due under this Agreement, whether by cancelling Client's credit card, initiating an improper chargeback, or by any other means, Client's Zintro account will be suspended, no additional payments will be processed, and Zintro will instruct all applicable Experts to stop any work-in-progress. Without limiting other available remedies, Client must reimburse Zintro for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys' fees and other costs of collection as allowed by law. In its discretion, Zintro may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
18.6 Formal Invoices and Taxes. Zintro shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to Expert Fees. Instead, Expert shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Expert Fees and for issuing any invoices so required. Expert shall also be solely responsible for: (a) determining whether Expert or Zintro is required by applicable law to remit to the appropriate authorities any value-added tax or any other taxes or similar charges applicable to the Expert Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Zintro, as appropriate; and (b) determining whether Zintro is required by applicable law to withhold any amount of the Expert Fees, notifying Zintro of any such requirement and indemnifying Zintro (either by permitting Zintro to offset the relevant amount against a future payment of Expert Fees or by refunding to Zintro the relevant amount, at Zintro's sole discretion) for any requirement to pay any withholding amount to the appropriate authorities. Zintro shall have the right, but not the obligation, to audit and monitor Expert's compliance with applicable tax laws as required by this Section 18.6. Further, in the event of an audit of Zintro, Expert agrees to promptly cooperate with Zintro and provide copies of Expert's tax returns, and other documents as may be reasonably requested for purposes of such audit.
18.7 Hold On Funds. In cases of fraud, abuse or violation of this Agreement, all monies due to an Expert may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.
19. RESTRICTIONS ON ENGAGEMENTS
19.1 Prohibited Engagements. Expert shall decline to participate or discontinue participation in the performance of any Expert Services (regardless of whether Zintro has introduced the Expert to the Client seeking such Expert Services) where such participation could reasonably be expected to result in: (a) the breach of any agreement, obligation or duty (including any company policy or procedure) to which the Expert is subject; (b) a violation of any law, rule or regulation; (c) a violation of any terms and conditions of the Zintro Platform, including without limitation the terms and conditions of this Agreement; or (d) a conflict of interest or an appearance of a conflict of interest for the Expert. Refer to Exhibit D for additional guidance on Prohibited Engagements.
19.2 Relationship to a Company. Expert shall decline to participate or discontinue participation in the performance of any Expert Services (regardless of whether Zintro has introduced the Expert to the Client seeking such Expert Services) relating in whole or in part to any company with respect to which the Expert: (a) is, or has been during the prior six (6) months, (i) a director, officer or other employee of such company or any entity that such company controls, is controlled by or is under common control with (an “Affiliate”), or (ii) serves, or has during the prior six (6) months served, such company or its Affiliate as a consultant, advisor or in a similar capacity; (b) possesses sole or shared power to vote or dispose of at least two percent (2%) of any class of equity securities of such company; (c) has any other significant relationship that could result in access to material non-public information about such company; or (d) has or reasonably expects to have material non-public information about such company.
19.3 Clinical Trials. Expert shall decline to participate or discontinue participation in the performance of any Expert Services relating in whole or in part to a clinical study in which he or she is participating, or has during the prior six (6) months participated.
19.4 Restricted Advice. Expert shall not provide to any Client 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. Expert shall not make recommendations, signal or otherwise express opinions about a company to any Client while in possession of material non-public information concerning such company or based on confidential proprietary information belonging to or concerning another person or entity. Expert agrees not to provide information to any Client that Expert knows or has reason to believe is false or misleading. Expert shall not disclose any trade secrets or confidential or proprietary information of any other party (all of the foregoing being collectively referred to as “Restricted Advice”).
19.5 No Inducement. Client agrees not to induce any Expert to: (a) provide any Restricted Advice; (b) disclose any material non-public information concerning any company, or make recommendations, signal or otherwise express opinions about a company while in possession of material non-public information concerning such company; (c) disclose any confidential or proprietary information belonging to or concerning another entity, 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 Client is subject; (e) violate any law, rule or regulation to which such Client is subject; or (f) act in a manner that presents a conflict of interest or an appearance of a conflict of interest for such Client. Expert shall immediately terminate the engagement for any Expert Services with a Client who has attempted to induce the Expert to engage in any conduct described in (a) through (f) of the preceding sentence and to notify Zintro promptly of such situation.
EXHIBIT B – EMPLOYMENT TERMS
20. HIRING PROCEDURES
When hiring a Zintro-Sourced Candidate as an employee, Client will promptly (within 3 business days) notify Zintro when such Candidate either receives a verbal or written offer for employment with Client or accepts employment with Client. Such notice shall contain details of the compensation Client will pay to the Candidate, which Zintro will use to determine the Zintro Success Fee in accordance with the Fee Schedule. Zintro will invoice Client 50% of the applicable Zintro Success Fee amount upon the Candidate’s acceptance of the Client's offer of employment, and the remaining 50% upon Candidate's start date. Client shall pay all such invoices within fifteen (15) days of the invoice date.
21. RESIGNATION OR TERMINATION OF HIRED EMPLOYEE
If within three months of the date of commencement of employment, a Candidate referred to Client via the Recruiting Services and hired by Client as an employee (not a consultant) either gives notice of resignation (for reasons which Zintro reasonably views as not the fault of Client) or is terminated by Client, Zintro will make its best efforts to find a replacement Candidate at no additional fee or charge, provided that Zintro receives written notice of such Candidate's termination of employment within fourteen (14) days of such Candidate's last day of employment. Client acknowledges that any decision to hire a Candidate is made in Client’s sole discretion.
EXHIBIT C – ZINTRO REQUIRED TERMS TO BE INCLUDED WITHIN A SERVICE CONTRACT BETWEEN A CLIENT AND EXPERT IF A SEPARATE AGREEMENT IS USED
Often times, Clients and Expert want to use their own Service Contract (supplemental to the Zintro User Agreement). If a separate agreement is being used, the Service Contract shall include in such terms and conditions that are materially equivalent to those set forth in this Exhibit.
1. EXPERT SERVICES.
Expert shall perform all Expert Services in a professional and workmanlike manner and shall timely deliver any agreed-upon Work Product to Client.
2. CLIENT PAYMENTS AND BILLING.
Expert agrees that it will be paid solely by Zintro in accordance with the Zintro User Agreement and Expert will not have any recourse against Client if Expert is not paid by Zintro. For Hourly-Rate Contracts, Client is billed for hourly Expert Fees on a monthly basis. For payments under Fixed-Price Contracts, Client is billed immediately.
3. TERMINATION OF A SERVICE CONTRACT.
Under Hourly-Rate Contracts, either party may terminate the Service Contract at any time for any or no reason. However, the Client remains obligated to pay for any time the Expert worked prior to termination.
For Fixed-Price Contracts, the Client may terminate at any time. However, the Client remains obligated to pay for any time the Expert worked prior to termination and may not recover any payments already made. The Expert may terminate a Fixed-Price Contract at any time if no payment has been made. If a payment has been made on a Fixed Price Contract, the Expert may terminate only with the Client's consent or after the payment has been refunded.
4. CLIENT AND EXPERT DELIVERABLES.
Client grants Expert a limited, non-exclusive, revocable (at any time, at Client's sole discretion) right to use the Client Deliverables as necessary for the performance of the Expert Services. Client reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Client Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Client, Expert shall immediately return all Client Deliverables to the Client and further agrees to purge all copies of Client Deliverables and Work Product contained in or on Expert's premises, systems, or any other equipment otherwise under Expert's control. Within ten (10) days of Client's request, Expert agrees to provide written certification to the Client that all Client Deliverables have been returned or purged.
Expert grants Client a limited, non-exclusive, revocable (at any time, at Expert’s sole discretion) right to use the Expert Deliverables as necessary for the receipt of the Expert Services. Expert reserves all other rights and interest, including, without limitation, all Proprietary Rights, in and to the Expert Deliverables. Upon completion or termination of the Service Contract, or upon written request by the Expert, Client shall immediately return all Expert Deliverables to the Expert and further agrees to purge all copies of Expert Deliverables contained in or on Client’s premises, systems, or any other equipment otherwise under Client’s control. Within ten (10) days of Expert’s request, Client agrees to provide written certification to the Expert that all Expert Deliverables have been returned or purged.
5. WORK PRODUCT.
Subject to timely payment by Client for the Expert Services received, Expert hereby assigns all Proprietary Rights in the Work Product to Client. For Hourly-Rate Contracts, Client must pay for all hours billed and not disputed in accordance with the procedures set forth herein. For Fixed-Price Contracts, if Client does not pay in full, Expert may terminate the Service Contract and will retain Proprietary Rights in the applicable Work Product. To the extent that under applicable law Proprietary Rights cannot be assigned, Expert hereby irrevocably agrees to grant, and hereby grants, to Client an exclusive (excluding also Expert), perpetual, irrevocable, unlimited, worldwide, fully paid, and unconditional license to use and commercialize Work Product in any manner now known or in the future discovered. To the extent such license grant is not fully valid, effective or enforceable under applicable law, Expert hereby irrevocably agrees to grant, and hereby grants, to Client, such rights as Client reasonably requests in order to acquire, as close as possible, all rights equivalent to full legal ownership. In order to ensure that Client will be able to acquire, perfect and use such Proprietary Rights, Expert will: (i) transfer possession, ownership, and title to media, models, and other tangible objects containing Work Product to Client, including delivery of a complete copy of the source code for any software, documented in sufficient detail to enable a reasonably skilled programmer to correct, integrate and modify it; (ii) sign any documents at Client's request to assist Client in the documentation, perfection and enforcement of its rights; and (iii) provide Client with support and reasonable access to information for recording, perfecting, securing, defending, and enforcing such Proprietary Rights in any and all countries. In the case that under applicable law, Expert retains any rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”) or other inalienable rights to Work Product or Confidential Information under the applicable Service Contract, Expert irrevocably agrees to waive, and hereby waives, all such rights, or, to the extent Expert cannot waive such rights, Expert agrees not to exercise such rights, until Expert has provided prior written notice to Client and then only in accordance with any reasonable instructions that Client issues in the interest of protecting its rights. Expert's obligations under this Section 5 will survive expiration or termination of the applicable Service Contract. Expert appoints Client as Expert's attorney-in-fact to execute documents on Expert's behalf for the purposes set forth in this Section 5.
6. PRE-EXISTING INTELLECTUAL PROPERTY IN WORK PRODUCT
Expert shall ensure that no Work Product created or delivered by Expert includes any pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is owned by Expert or a third party, including, without limitation, code written by proprietary software companies or developers in the open source community (collectively “Pre-existing IP”) without obtaining the prior written consent of the Client to the inclusion of such Pre-existing IP in the Work Product. Expert acknowledges that, without limiting any other remedies, Expert shall not be entitled to payment for, and shall refund to Client any payments previously made by Client to Expert for, any Expert Services performed on a Service Contract if the Work Product contains any Pre-existing IP that was not approved in accordance with this Section 6.
7. CONFIDENTIAL INFORMATION
7.1. “Confidential Information” means Client Deliverables, Expert Deliverables, Work Product, and any other information provided to, or created by, Client or Expert under a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual or other form; provided, however, that Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of User; (b) subsequent to disclosure, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by Client or Expert prior to receiving it from the other party and was not received from a third party in breach of that third party's obligations of confidentiality; or (d) was independently developed by Client or Expert without the use of any of the other party’s Confidential Information.
7.2 Use and Disclosure. To the extent a Client or Expert provides Confidential Information to the other, the recipient of the Confidential Information shall protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall not: (i) disclose Confidential Information to any third parties, except to Zintro if Client or Expert decides to use the Zintro Platform to store or transmit such information in connection with a Service Contract, or (ii) use the Confidential Information except as necessary for the performance of Expert Services for the applicable Service Contract.
7.3 Return. If and when Confidential Information is no longer needed for the performance of Expert Services for the applicable Service Contract, or at the Client's or Expert's written request (which may be made at any time at Client's or Expert's sole discretion), Client or Expert (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Expert, as applicable, agrees to provide written certification to the party disclosing the Confidential Service Information of compliance with this Section 7.3 within ten (10) days after the receipt of disclosing party's written request to certify.
7.4 Publication. Without limiting Section 7.1 (Confidentiality), neither Client nor Expert shall publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Expert Services under a Service Contract.
8. WORKER CLASSIFICATION.
Client assumes all liability for proper classification of Experts as independent contractors or employees based on applicable legal guidelines. A Service Contract does not create a partnership or agency relationship between Client and Expert. Expert does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Client. Client and Expert will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Expert's performance of Expert Services. For Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Expert. An Expert classified as independent contractor is free at all times to provide Expert Services to persons or businesses other than Client, including any competitor of Client.
9. DISPUTE RESOLUTION.
In the event there is a dispute between an Expert and Client relating to Expert Services under a Service Contract, Client and Expert shall first confer and negotiate in good faith to resolve such dispute before pursuing legal action.
10. THIRD PARTY BENEFICIARY.
Zintro is hereby named as a third-party beneficiary of each Service Contract.
EXHIBIT D – ZINTRO EXPERT LEGAL COMPLIANCE GUIDELINES
These guidelines (the “Guidelines”) expand upon the terms and conditions of the Zintro User Agreement outlined above. These Guidelines apply to all aspects of your participation in the Network as an Expert. Violations of these Guidelines may result in immediate termination of the Expert Agreement and your relationship with Zintro, as well as, in some cases, criminal or civil penalties under applicable law. In appropriate cases, Zintro may report violations to governmental or regulatory authorities. In the event of a conflict between these Guidelines and the Expert Agreement, the terms of the Expert Agreement will govern.
During your participation in the Network, you will be expected to act professionally and in good faith, and at all times in a manner consistent with these Guidelines and the Expert Agreement. These Guidelines are provided as a resource to assist you in performing consults between you and Clients (each, a “Consult”). However, you are solely responsible for ensuring that you do not violate any law, rule, regulation, contractual agreement, fiduciary or other obligation or duty, or any ethical standards or codes of conduct to which you are subject.
If you have any questions that are not answered by these Guidelines, please contact Zintro at firstname.lastname@example.org or call 617-936-0140.
PART I — PROHIBITED CONSULTS
You may not participate in Consults relating in whole or in part to any company, governmental organization or other entity with respect to which you (i) are, or have been during the prior six (6) months, a director, officer or employee of, or consultant to, such company or any entity that such company controls, is controlled by or is under common control with (an “Affiliate”), (ii) serve, or have during the prior six (6) months served, such company or its Affiliate as a consultant, advisor or in a similar capacity, (iii) possess sole or shared power to vote or dispose of an aggregate of two percent (2%) or more of any class of equity securities of such company or entity, (iv) have any other significant relationship that could result in access to material nonpublic information about such company or entity, or (v) have or reasonably expect to have material nonpublic information about such company.
A critical way for you to avoid making improper communications is to decline to participate or discontinue your participation in any Consult with a Client that may result in:
the disclosure by you of material nonpublic information concerning any person or entity;
the disclosure by you of confidential or proprietary information belonging to or concerning another person or entity;
the breach by you of any agreement, obligation or duty (including any company policy or procedure) to which you are subject;
a violation by you of any law, rule or regulation;
a violation of these Guidelines; or
a conflict of interest or an appearance of a conflict of interest for you.
You may contact Zintro if any such potential issues arise. Zintro may schedule a personal interview with you to review whether you should decline or discontinue the Consult. You are obligated to provide Zintro as soon as practicable any information pertaining to such potential issues upon reasonable request by Zintro. If Zintro deems it necessary, you may also be required to arrange for direct communication between Zintro and your employer or any other person or entity Zintro deems appropriate to investigate such potential issues.
You should be careful to verify that any Consult in which you participate would not result in your violating any law, rule, regulation, agreement or other obligation to which you are subject. For example, if you have participated in a clinical study, you may have obligations to keep certain information confidential. You should adhere to those obligations and decline all Consult requests related to such clinical study.
As a reminder, even if you do not believe you have any confidentiality obligations with respect to a clinical study, you are prohibited from participating in Consults relating in whole or in part to a clinical study in which you are participating or have during the prior six (6) months participated.
If you are ever unsure about whether your obligations to third parties or under applicable laws may conflict with your participation in a Consult, you should notify Zintro and decline or discontinue such Consult.
PART II — COMMUNICATIONS WITH CLIENTS
A. Prohibited Advice and Signaling
All views you express to Zintro and Clients must accurately reflect your genuine personal views. You are prohibited from providing to any Client or Zintro:
any investment advice, or rating, recommending or otherwise discussing the value of, or the merits of acquiring or disposing of, particular securities or groups of securities or derivatives related thereto; or
information you know or have reason to believe is false or misleading.
In addition, you are prohibited from providing information about a company to Clients or Zintro (i) while in possession of material nonpublic information concerning such company or its securities (or derivatives thereof) or (ii) based on confidential or proprietary information belonging to or concerning another person or entity.
A Consultant who is a professional in the field of law, medicine, accounting, tax or any other regulated profession is prohibited from offering professional advice unless the Consultant has taken all steps to insure that the rendering of such advice through Zintro is done in strict accordance with the laws, guidelines, practices or rules governing or applicable to his or her profession; and by rendering such advice, the Consultant is representing and warranting to Zintro that such activity, including the payment of fees to Zintro, does not constitute a violation by the Consultant or Zintro of any such laws, guidelines, practices or rules.
B. Advice for Personal Benefit
The opinions or information you elect to provide to Zintro or Clients should not be based upon an intention to benefit your personal interests.
C. Misrepresentation of Qualifications
You may not misrepresent your experience, position or knowledge to Zintro or Clients. You may not represent yourself to Clients as a person acting (or with authority to act) on behalf of Zintro, any of its Affiliates or any Client.
PART III — CONFIDENTIAL INFORMATION
A. Non-disclosure of Confidential Information
You may not disclose Confidential Information (as defined below) unless authorized in writing by the entity providing you with such information or required to do so by a court order or other governmental or regulatory body; provided that, in such case, you must promptly notify Zintro and the applicable Client (if the applicable Confidential Information was disclosed by a Client) of such compelled disclosure and shall use all reasonable efforts to prevent or minimize the extent of such disclosure.
As defined in your Expert Agreement, “Confidential Information” includes all information obtained by you in connection with your participation in the Network pertaining in any manner to Clients, Zintro or its Affiliates, or other Experts, including, without limitation, information that you learn in the course of a Consult, but excluding any information that is or becomes known to the general public under circumstances involving no breach by you of the terms of the Expert Agreement.
Confidential Information would include, for example:
Information not otherwise publicly available obtained in connection with your participation in the Network pertaining in any manner to the business of Zintro or its affiliates, Clients or other Experts, including without limitation information that you learn in the course of Consult regarding (A) securities transactions by a Client or another Expert, or (B) any business, transaction or investment idea under consideration by a Client or another Expert;
The existence, nature and contents of any printed or electronic material furnished for your use by Zintro, its Affiliates, Clients or other Experts that is not otherwise publicly available; and
The existence and nature of any Consult or request for Consult (including without limitation the names of the applicable Client).
B. Confidentiality of Zintro Website Materials and Website Username and Password
Without Zintro’s prior written consent, you may not cite, publish, broadcast, copy, display, distribute, make derivative works from or make available for download, in whole or in part, whether alone or in combination with other materials, any information, materials or other communications or content you receive from Zintro or that Zintro otherwise makes available to you in connection with the Network, including without limitation custom surveys and material on the Zintro website (including any trade secrets, know-how, intellectual property and copyrighted information therein) (“Zintro Materials”). You may use Zintro Materials only for and during the course of Consults.
You may not share your username or password to the Zintro website with any other person or entity.
PART IV — INSIDER TRADING
A. Legal Prohibitions and Penalties
U.S. federal securities laws and the laws of most jurisdictions worldwide generally prohibit “insider trading” or the purchase or sale, or the recommendation of a purchase or sale, of any stock, bond, option or other security by a person while he or she is in possession of “material nonpublic information” (sometimes also referred to as “inside information”) about the security or its issuer. The use of such material nonpublic information to avoid losses is no less a violation than the use of such information to generate profits.
Regulators have treated the detection and prosecution of insider trading violations as an enforcement priority, and violations have also been the subject of private legal actions. U.S. federal and state securities laws provide for criminal and civil penalties for violations of the insider trading laws. Sanctions or penalties include jail sentences, civil injunctions, fines for the person who committed the violation of up to three times the profit gained or loss avoided as a result of the unlawful trades, whether or not the person fined actually traded, and fines for the person’s employer or other controlling person.
A person can be subject to some or all of these penalties as a “tipper” if he or she discloses material nonpublic information to another person who then trades while in possession of such information. A person can incur “tipper-tippee” liability if his or her disclosure of information breaches a duty owed to the issuer or the source of the information. A tipper can be liable even if he or she does not personally receive a direct monetary benefit from the ensuing trading activity.
It is also important to understand that the prohibitions on disclosing or misusing information do not apply only to “insiders” such as officers, directors, employees and significant shareholders of an issuer. The prohibitions can also apply to “outsiders” such as consultants, accountants, lawyers and underwriters who have a duty of trust or confidence to the source of the material nonpublic information. In addition, the prohibitions can also apply to persons with a family relationship to the source of the information, and to persons with any other relationship of trust or confidence with the source (such as when people have a history, pattern or practice of sharing confidences).
You are prohibited from disclosing any nonpublic information in breach of any duty of trust or confidence to the source or subject matter of the information.
B. Material Information
Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to purchase, sell or hold a security or other financial instrument. It is also information that, if disclosed, is reasonably likely to affect the market price of the security or instrument. Information may be material even if it relates to speculative or contingent events. Information that is material with respect to a security is also likely to be material with respect to options and other related derivatives.
Information that is material usually includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition discussions or agreements, major litigation or regulatory investigations, regulatory approvals or disapprovals, and extraordinary management developments.
Because the determination of whether information is “material” involves questions of judgment (that may be second-guessed by a regulator who has the benefit of hindsight), you should refrain from disclosing nonpublic information if you have any questions about whether the information might potentially be considered material.
C. Nonpublic Information
Information is nonpublic until it has been effectively communicated to the market place or made widely available to the general public such as by means of a press release carried over a major news services, a public filing made with a regulatory agency, or material sent to security holders or potential investors (such as a proxy statement or prospectus).
It is sometimes difficult to know whether information has been made public. The fact that nonpublic information is reflected in rumors in the marketplace does not mean that the information has been publicly disseminated. Even when some information regarding a matter has been made public, other aspects of the matter may remain nonpublic.
PART V — RESTRICTED ACTIVITIES
You may not use Zintro’s name, trade name, trademark or symbol or any other means of identifying Zintro in connection with any promotion, advertisement or other marketing activities without Zintro’s prior written consent.
B. Zintro’s Name, Trade Name, Trademark and Symbol
You may not attempt to register Zintro’s name or any Zintro trade name, trademark or symbol or any other means of identifying Zintro, or any component, simulation or native or foreign equivalent thereof, alone or as part of your own trademark, copyright or domain name. You may not adopt as your own, claim ownership rights in, or attempt to register any material, item, design or designation which is the same or confusingly similar to Zintro’s name, or any Zintro trade name, trademark or symbol.
PART VI — UPDATING YOUR INFORMATION WITH ZINTRO
Zintro relies on the information you have provided it to select the Consults in which you are eligible to participate. Therefore, it is important that you keep Zintro informed of any changes to the information you have provided to Zintro. Failure to keep Zintro informed of any change in your information may result in the breach and termination of your Expert Agreement.
You should contact Zintro immediately regarding:
any changes in your employer;
any new companies or topics you cannot discuss in a Consult for any reason, including because such a discussion would pose a conflict of interest (or the appearance of a conflict of interest) for you;
any new persons (or entities) or categories of persons (or entities) with whom you cannot interact in a Consult for any reason; and
any Consults or categories of Consults in which you cannot participate for any reason.