Terms of Service for Consultants

Last revised: August 29, 2018

These Terms of Service (these “Terms”) are a contract between you (either in your individual capacity as an independent consultant or as a representative of a firm), on the one hand (“you”), and ConsultDirect Inc., a Delaware corporation on the other hand (the “Company”, “ConsultDirect”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use the website located at www.ConsultDirect.co and related software and services (collectively, the “ConsultDirect Platform Services”). The Company may revise these Terms at any time. If any such revision results in a material change to these Terms, as determined by the Company in its sole discretion, ConsultDirect will notify you by posting on www.ConsultDirect.co or by sending you an email at the address you have registered with us. Continued use of the ConsultDirect Platform Services after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.

YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE CONSULTDIRECT PLATFORM SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE CONSULTDIRECT PLATFORM SERVICES. IF YOU AGREE TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE CONSULTDIRECT PLATFORM SERVICES OR TO PROVIDE SERVICES VIA THE CONSULTDIRECT PLATFORM SERVICES TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY.

1. THE CONSULTDIRECT PLATFORM SERVICES

1.1 Overview

The ConsultDirect Platform Services provides a venue for you to meet and offer your professional services (“Services”) as an individual independent contractor or firm (“Contractor”) to individuals or businesses who are in the market for such Services (“Clients”) for one or more projects (“Projects”). Under these Terms, the Company provides services to you in your capacity as a Contractor, including operating and providing the ConsultDirect Platform Services, curating Clients and Projects, and functioning as the payment provider for you and Clients. Clients post Projects and invite Contractors to apply for the project role. If a Client accepts your application, you may then draft and negotiate a contract, statement of work (“SOW”), consulting agreement, or other service or project agreement directly with such Client (“Service Contract”), though any such Service Contract you enter into with a Client must contain the required terms as further described in Section 1.7 below.

1.2 Eligibility

The ConsultDirect Platform Services are 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. In order to create an account, you must provide us with your legal or business name, contact information, and profile information regarding your professional qualifications and the Services you will offer to provide via the ConsultDirect Platform Services. In addition, by creating an account, you represent and warrant that you are not (a) a citizen or resident of a country in which use or participation in the ConsultDirect Platform Services 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.

In addition, you confirm that you are not prohibited or limited in any way from acting as a Contractor on the ConsultDirect Platform Services by (a) any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), (b) your current employer’s policies or codes of conduct if you are employed, (c) any similar policies or obligations that limit your conduct in any way or (d) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to offer your Services as a Contractor on the ConsultDirect Platform Services. Notwithstanding the foregoing, the Company may determine your eligibility to create an account on the ConsultDirect Platform Services in its sole discretion.

1.3 Your Account

The Company reserves the right to validate your identity and account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password and are responsible for any activities that occur on the ConsultDirect Platform Services under your account. You must notify Company support at info@ConsultDirect.co immediately if you suspect that your password has been lost or stolen.

1.4 Independent Contractor Status

As a Contractor, you acknowledge and agree that your relationship to the Company is that of an independent contractor and vendor rendering professional services, and that (a) you have no authority to act on behalf of the Company; (b) the Company does not, in any way, supervise, direct, or control your performance of Services; and (c) the Company is not a party to any contract you may enter into with Clients and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent contractor/vendor of the Company, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from the Company, that the Company provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:

  • (i) Compensating any of your principals, employees and agents who provide any services to the Company or Client on your behalf, including, without limitation, wages and employee benefits.

  • (ii) Reporting to all applicable government agencies all amounts paid to such principals, employees and agents.

  • (iii) Withholding and payment of all payroll taxes including, without limitation, unemployment insurance, Federal Insurance Contributions Act and Federal Unemployment Tax Act.

  • (iv) Compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of Forms W-2 and 1099, the Immigration Reform Control Act, and equal employment opportunity laws.

1.5 E&O Insurance Coverage

You agree that:

  • (a) This is not a contract of insurance or a contract to procure insurance on your behalf.

  • (b) ConsultDirect is not an insurer or insurance producer and are not licensed as such. ConsultDirect does not sell, solicit or negotiate insurance for any class or classes of insurance, are not authorized to do so on your behalf, and have not done so on your behalf. ConsultDirect does not exchange contracts of insurance by any means, for money or its equivalent, on behalf of an insurance company, have not done so on your behalf, and are not authorized to do so on your behalf. ConsultDirect does not attempt to sell insurance or ask or urge anyone to apply for a particular kind of insurance from a particular company, have not done so on your behalf, and are not authorized to do so on your behalf. ConsultDirect does not confer directly with or offer advice directly to purchasers or prospective purchasers of a particular contract of insurance concerning any of the substantive benefits, terms or conditions of an insurance contract, do not sell insurance or obtain insurance from insurers for purchasers, have never done so on your behalf and are not authorized to do so on your behalf.

  • (c) At all times while you are engaged in Services, you will maintain errors and omissions insurance to insure against your liability for actual or alleged wrongful acts committed in your capacity as a Contractor in an amount not less than $2,000,000 in the aggregate for any one-year policy period (“Coverage”). You will also maintain written evidence of Coverage satisfactory to the Company. You can satisfy these obligations only in one of the two following ways, which you may elect in your discretion: (i) by accepting these Terms and doing nothing further you opt in to Coverage provided through the ConsultDirect Platform Services and accept a deduction of $2 from your first disbursement on each Project, or (ii) by sending an email to info@ConsultDirect.com with the subject line “Opt Out of Coverage” along with written evidence of Coverage satisfactory to the Company, including but not limited to a current certificate of insurance. The Company will notify you if the evidence of Coverage provided is not satisfactory.

1.6 No Conflict

You hereby represent and warrant that you are not party to any written or oral agreement or understanding or bound by or otherwise subject to any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations, that would restrict or prevent you from performing Services for a Client with which you enter into a Service Contract or with respect to a Project for which you entered into a Service Contract. You hereby represent and warrant that you will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right. For purposes of these Terms, “Work Product” means all inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by you for Client during the term of the Service Contract.

1.7 Service Contract Required Terms

Unless otherwise agreed to in a writing signed by the Company, each Service Contract must contain terms and conditions substantially similar to and at least as protective of the Company as the following, provided that such terms and conditions do not constitute legal advice from the Company, and you and your Clients should consult independent counsel in drafting and negotiating any Service Contracts.

  • Client Payments and Billing. Client will pay ConsultDirect Inc. (“ConsultDirect”) the fees for the Project in accordance with its agreement with ConsultDirect.

  • Third-Party Beneficiary. Client and you understand and agree that ConsultDirect is an intended third-party beneficiary of each Service Contract and that ConsultDirect has the right to enforce its rights and obligations under the Service Contract on its own behalf.

1.8 Exclusivity

For a period of twelve (12) months from the later of (i) the time you first identify a Client or are first identified by a Client through the Platform or (ii) the time you complete your last Project with a Client (“Exclusivity Period”), you will use the Platform as your exclusive method to bid for Services and receive all payments for Services, directly or indirectly, with that Client and/or that Client’s business entity or arising out of your relationship with that Client and/or that Client’s business entity. Furthermore, during the Exclusivity Period, you shall not encourage, solicit or accept complete or partial payment for Services outside of the ConsultDirect Platform Services, or otherwise circumvent the Company’s role as payment provider or the ConsultDirect Platform Services’ payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) submit proposals to, deliver services to, invoice or receive payments or other consideration from any Clients for whom you have performed services or been introduced to through the ConsultDirect Platform Services except via the ConsultDirect Platform Services; (b) contact a Client outside of the ConsultDirect Platform Services in order to secure a Project that the Client has posted on the ConsultDirect Platform Services; or (c) invoice or report on the ConsultDirect Platform Services an invoice amount lower than that actually agreed between you and a Client through the ConsultDirect Platform Services. Upon expiration of the Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms. YOU WILL NOTIFY THE COMPANY IMMEDIATELY IF A CLIENT SUGGESTS MAKING PAYMENTS OUTSIDE OF THE CONSULTDIRECT PLATFORM SERVICES WITHIN THE EXCLUSIVITY PERIOD.

1.9 Third-Party Websites

The ConsultDirect Platform Services may include links to third party websites. The Company has no control over, is not responsible for and does not endorse any such sites, and the Company will have no liability for any damages or losses you incur by visiting or using such third-party websites.

1.10 Privacy Policy

ConsultDirect respects your privacy. For information regarding what information ConsultDirect collects from you and how ConsultDirect uses and shares it, please see our Privacy Policy.

1.11 ConsultDirect Code of Conduct

By accessing and using the ConsultDirect Platform Services, you agree to abide by the ConsultDirect Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.

2. LICENSE AND RESTRICTIONS; OWNERSHIP

2.1 License Grant

Subject to your compliance with these Terms, the Company hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the ConsultDirect Platform Services for your internal business purposes only, and subject to the limitations set forth below. The Company reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the ConsultDirect Platform Services comprise a limited license and do not constitute the sale of any software program or other intellectual property.

2.2 Restrictions

You agree that:

(a) you will only use the ConsultDirect Platform Services in full compliance with all applicable laws and these Terms; and (b) you will not use the ConsultDirect Platform Services for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by the Company, you agree that you will not directly or indirectly:

  • (i) Distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the ConsultDirect Platform Services in any unauthorized manner.

  • (ii) Copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the ConsultDirect Platform Services or any part thereof in any form or manner or by any means.

  • (iii) harvest or scrape any content or data from the ConsultDirect Platform Services.

  • (iv) Remove or alter any copyright or other proprietary rights notice or restrictive rights legend contained or included in the ConsultDirect Platform Services.

  • (v) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the ConsultDirect Platform Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).

  • (vi) Utilize the ConsultDirect Platform Services to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or (b) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

  • (vii) Circumvent any functionality that controls access to or otherwise protects the Platform

  • (viii) Permit any third party to engage in any of the foregoing. Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of the Company and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.

2.3 ConsultDirect Platform Services Ownership

The ConsultDirect Platform Services’ “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that the Company and/or its licensors own all rights, title and interest in and to the ConsultDirect Platform Services (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all: (a) suggestions for correction, change and modification to the ConsultDirect Platform Services and other feedback, information and reports you provide to the Company (collectively “Feedback”); and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by the Company or otherwise relating to the ConsultDirect Platform Services (collectively, “Revisions”), are and will remain the property of the Company. All Feedback and Revisions become the sole and exclusive property of the Company and the Company may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to the Company any and all rights, title and interest that you may have in and to any and all Feedback and Revisions.

3. CONTENT POLICY

3.1 Your Content

You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the ConsultDirect Platform Services, inclusive of any Work Product (collectively, “Content”). ConsultDirect acknowledges and agrees that, unless otherwise agreed to with the Client, you own all right, title and interest in and to your Content (including all intellectual property rights therein or related thereto) and ConsultDirect agrees not to take any action(s) inconsistent with such ownership interests. Subject to ConsultDirect’s Privacy Policy and exclusively with respect to de-identified and aggregated Content, you hereby grant ConsultDirect and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use de-identified and aggregated Content, in connection with the operation and promotion of the ConsultDirect Platform Services.

3.2 Workspace and Work Product

During the course of your Projects, the Company will provide you storage space on the ConsultDirect Platform Services (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Client, including any Client Materials and Work Product. The Company reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project. For the purposes of these Terms, “Client Materials” means the instructions, materials, and information that Client provides to you in connection with a particular Service Contract, and any intellectual property rights contained therein.

3.3 Disclosure of Your Content

ConsultDirect’s confidentiality obligations with respect to your Content shall be governed by Section 5 herein. Notwithstanding the foregoing, you acknowledge and agree that the Company may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

  • (a) comply with legal process, applicable laws or government requests.

  • (b) enforce these Terms.

  • (c) respond to claims that any of your Content violates the rights of third parties.

  • (d) protect the rights, property, or personal safety of the Company, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.

3.4 Prohibited Content

You are solely responsible for all of your Content and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. The Company reserves the right to investigate and take appropriate legal action against any Contractors who violate this Section. Specifically, you represent and warrant that none of your Content:

  • (a) constitutes protected health information under the Health Information Portability and Accountability Act

  • (b) infringes any intellectual property, proprietary, contractual or privacy rights of any party.

  • (c) constitutes material, non-public information the disclosure of which would be in violation of securities laws.

  • (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

  • (e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation.

  • (f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable.

  • (g) in the sole judgment of the Company, is objectionable or which restricts or inhibits any other person from using or enjoying the ConsultDirect Platform Services, or which may expose the Company or its users to any harm or liability of any kind. The Company has the right, but not the obligation, to monitor your use of the ConsultDirect Platform Services, your Content and the Services you perform to determine your compliance with these Terms.

4. FEES AND PAYMENT

4.1 Fees

The Company collects fees for each Project that is completed on the ConsultDirect Platform Services. When you submit a bidapply for a Project, the Company will display the amount of any fees that the Company will deduct from the bid amountproject fees prior to disbursing payment to you. All fees are non-cancelable and non- refundable. If you have further questions about ConsultDirect’s fees, please contact us at support@ConsultDirect.com.

In order to use the payment functionality of ConsultDirect’s application, you must open a "Dwolla Platform" account provided by Dwolla, Inc. and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the DwollaTerms of Service. You authorize ConsultDirect to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through ConsultDirect’s application, and Dwolla account notifications will be sent by ConsultDirect, not Dwolla. ConsultDirect will provide customer support for your Dwolla account activity, and can be reached at support@consultdirect.co. You expressly authorize ConsultDirect’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.

4.2 Disbursements

The Company functions as the payment provider for amounts Clients pay for your Services on the ConsultDirect Platform Services, and the Company will automatically disburse funds to you in accordance with the payment terms under the applicable Service Contract. Unless otherwise agreed upon in the applicable Service Contract, all disbursements to you shall be made in United States dollars. In cases of fraud, abuse or violation of these Terms, the Company reserves the right to setoff against any amounts due to you via the ConsultDirect Platform Services any damages or costs the Company incurs as a result of such fraud, abuse or violation.

4.3 Tax Reporting

The Company is a third-party processor, and pursuant to Section 6050W of the Internal Revenue Code, the Company will provide a 1099-K form to the US Internal Revenue Service for any Contractor based in the United States who is paid over $20,000 through the ConsultDirect Platform Services and participates in over 200 separate Projects in a single calendar year. Otherwise, the Company will have no responsibility for determining the necessity of or for issuing any US or foreign tax forms, or for determining, remitting, or withholding any type of taxes or similar levies applicable to Contractor Fees and you will be solely responsible for determining whether you are required by applicable law to file any US or foreign tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts the Company remits to you for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate US or foreign authorities.

4.4 Books and Records

During the time these Terms are in force, and for a period of three (3) years thereafter, you will create and maintain records to document compliance or non-compliance with these Terms and the terms of any Service Contract. You will, upon at least ten business days prior written request by Company (a “Review Request”), make available to Company and its auditors such records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms and the terms of any Service Contract.

5. CONFIDENTIALITY

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information shall include, but not be limited to: (a) the identity of Clients; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (d) the terms and conditions in all Service Contracts or other agreements executed with Clients; (e) your Content; and (f) any other nonpublic or proprietary information of the Company or its Clients. Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. For the avoidance of any doubt, nothing in this Section 5 shall restrict ConsultDirect’s ability to collect, use and process your personally identifiable information pursuant to ConsultDirect’s Privacy Policy.

During the term of this Agreement and for a period of three (3) years thereafter (or perpetually with respect to Content), each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information for purposes of this Agreement and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under this Agreement (including, without limitation, as may be necessary to support or defend a claim arising under this Agreement). Neither party may engage in any purchasing or selling of securities based on any Confidential Information or any material, non-public information and may not communicate any such information to any person or entity when it is reasonably foreseeable that such person is likely to purchase or sell securities based on such information.

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed.

Upon request by the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information in its possession. Services.

6. WARRANTY DISCLAIMER

THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE CONSULTDIRECT PLATFORM SERVICES OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY 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.

7. LIMITATION OF LIABILITY

IN NO EVENT WILL THE COMPANY 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 TOTAL AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE CONSULTDIRECT PLATFORM SERVICES WILL NOT EXCEED THE AMOUNTS REMITTED TO YOU BY THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION

You agree to indemnify and hold harmless the Company and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to:

  • (a) Your use of the ConsultDirect Platform Services.

  • (b) Any Services you provide.

  • (c) Your Content.

  • (d) Your violation of these Terms.

9. TERMINATION

9.1 Termination

Subject to your obligation to complete Services for which you are engaged, you have the right to cancel your account at any time upon notice to the Company, and the Company has the unlimited right to terminate or limit your account and/or access to the ConsultDirect Platform Services at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.8.

9.2 Survival

Sections 1.7, 1.8, 3.1, 3.3, 5, 6, 7, 8, 9.2, 10 and 11 of these Terms will survive any termination thereof.

10. DISPUTE RESOLUTION

10.1 Informal Process First

You agree that in the event of any dispute between you and the Company, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration under this Agreement.

10.2 Binding Arbitration

Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 10.1, except for disputes relating to the infringement of the Company’s intellectual property rights or the access or use of the ConsultDirect Platform Services in violation of these Terms (a “Claim”), will be resolved by binding arbitration, rather than in court, provided that you may assert Claims in small claims court located in Suffolk County, Massachusetts if your Claims qualify.

10.3 No Judge or Jury

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of these Terms as a court would.

10.4 Arbitrator and Rules

The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer Related Disputes. These rules can be found on the AAA website at www.adr.org.

10.5 Starting an Arbitration

To begin an arbitration proceeding, you must send us a notice of dispute, in writing, setting forth your name, address and contact information, the facts of the dispute and relief requested. You must send your notice of legal dispute to us at the following address: legal@ConsultDirect.com. The Company will send any notice of dispute to you at the email address you have registered with us.

10.6 Format of Proceedings

The arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions.

10.7 Fees

If you initiate arbitration, your arbitration fees will be limited to the filing fee set forth in the AAA’s Consumer Arbitration Rules. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, the Company will pay all other AAA and arbitrator’s fees and expenses.

10.8 Individual Basis; Jury Trial Waiver

To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial. You and the Company expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

10.9 Limitation Period

In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.

10.10 Enforcement

Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The United Nations Conventions on Contracts for the International Sale of Goods will have no applicability.

10.11 Invalidity

If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and the Company each agree to the exclusive jurisdiction of the Federal and State courts located in Boston, Massachusetts, and you and the Company each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.

10.12 Opting Out

If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of this arbitration agreement by sending an email to within thirty (30) days of the first of the date you access or use the ConsultDirect Platform Services.

11. GENERAL

11.1 Assignability

You may not assign these Terms or any of your rights or obligations hereunder without the Company’s prior written consent. The Company may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

11.2 Entire Agreement

These Terms and the Schedules attached hereto set 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.

11.3 Governing Law

These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

11.4 Notices; Consent to Electronic Notice

You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given:

  • (a) by the Company via email (in each case to the email address that you provide when registering your account).

  • (b) a reasonably prominent posting on the ConsultDirect Platform Services.

  • (c) by you via email to info@consultdirect.com.

11.5 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 will 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.

11.6 Severability

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will 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.

11.7 Contact Us

If you have any questions about these Terms, please contact us at support@consultdirect.co.


 

Terms of Service for Employers

Last revised: August 29, 2018

These Terms of Service (these “Terms”) are a contract between the business entity you represent, on the one hand (“you”), and ConsultDirect Inc., a Delaware corporation, on the other hand (“ConsultDirect”, “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in these Terms in order to use the website located at www.consultdirect.co and related software and services (collectively, the “ConsultDirect Platform Services”). ConsultDirect may revise these Terms at any time. If any such amendment results in a material change to these Terms, as determined by ConsultDirect in its sole discretion, ConsultDirect will inform you of such changes via a notice on www.consultdirect.co or by sending you an email to the address you have registered with us. Continued use of the ConsultDirect Platform Services after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.

YOU UNDERSTAND THAT BY SIGNING UP FOR AND USING THE CONSULTDIRECT PLATFORM SERVICES, YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE CONSULTDIRECT PLATFORM SERVICES. BY AGREEING TO THESE TERMS ON BEHALF OF A LEGAL ENTITY: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ANY REPRESENTATIVES IT ALLOWS TO ACCESS THE CONSULTDIRECT PLATFORM SERVICES OR TO PROVIDE SERVICES VIA THE CONSULTDIRECT PLATFORM SERVICES TO THESE TERMS; (B) SUCH ENTITY IS RESPONSIBLE FOR ANY BREACH OF THESE TERMS BY ANY OF ITS REPRESENTATIVES; AND (C) “YOU” AND “YOUR” AS USED HEREIN WILL REFER AND APPLY TO THAT ENTITY AND THE PERSONS THAT ACCESS THE CONSULTDIRECT PLATFORM SERVICES ON ITS BEHALF.

1. THE CONSULTDIRECT PLATFORM SERVICES

1.1 Overview

The ConsultDirect Platform Services provide a venue for you (the “Client”) to review and obtain professional services (“Services”) from independent contractors or consulting firms (“Contractors”) for one or more projects (“Projects”). Under these Terms, ConsultDirect provides services to you in your capacity as a Client, including operating and providing the ConsultDirect Platform Services, curating Contractors and Project bids, enabling the formation of contracts between Clients and Contractors, and functioning as the payment provider for Contractors. As a Client, you post Projects and invite Contractors to apply to a project. Contractors, in turn, post their professional profile(s) and apply to Projects. If you accept a Contractor’s application, you may then draft and negotiate a contract, statement of work (SOW), consulting agreement, or other service or project agreement directly with such Contractor (“Service Contract”), though any such Service Contract you enter into with a Contractor must contain the required terms as further described in Section 1.5 below. ConsultDirect reserves the right, either upon your request or in certain cases and with respect to certain Projects, to select the set of applicants to forward to you for review.

1.2 Eligibility

The ConsultDirect Platform Services are available only to legal entities that are capable of forming legally binding contracts under applicable law. In order to create an account, you must provide us with your business name and contact information, including the name and contact information of a representative authorized to act on your entity’s behalf. In addition, by creating an account, you represent and warrant that your entity is not (a) a citizen of or doing business in a country where the use of or participation in the ConsultDirect Platform Services is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen of, or doing business in, a country or region that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) associated or doing business 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. In addition, you confirm that you are not prohibited or limited in any way from participating as a Client on the ConsultDirect Platform Services by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements) or any similar policies or obligations that limit your conduct or business in any way. Further, to the extent your right to receive Services is limited in any way, you confirm that you have obtained all necessary consents or waivers to receive Services as a Client on the ConsultDirect Platform Services. Notwithstanding the foregoing, ConsultDirect may determine your eligibility to create an account on the ConsultDirect Platform Services in its sole discretion.

1.3 Your Account

You are solely responsible for ensuring the security of your ConsultDirect Platform Services account passwords. You are solely responsible for any use or action taken through the use of such passwords on the ConsultDirect Platform Services. You must notify ConsultDirect support at info@consultdirect.com immediately if you suspect that any of your passwords have been lost or stolen, or if the security of the ConsultDirect Platform Services has been otherwise compromised.

1.4 Independent Contractor Status

As a Client, you acknowledge and agree that your relationship to ConsultDirect is that of an independent contractor and customer receiving professional services, and that (a) you have no authority to act on behalf of ConsultDirect; (b) ConsultDirect does not, in any way, supervise, direct, or control the performance of the Services by Contractors; (c) ConsultDirect is not a party to any contract you may enter into with Contractors and will not have any liability or obligations whatsoever under any such contracts; and (d) ConsultDirect makes no representations as to the reliability, capability, or qualifications of any Contractors or the quality, security or legality of any services provided by such Contractors, and ConsultDirect disclaims any and all liability relating thereto. ConsultDirect does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of services advertised, the truth or accuracy of listings, the qualifications, background, or identities of Contractors, the ability of Contractors to deliver services, or that a Contractor can or will actually complete a transaction. For the avoidance of any doubt, ConsultDirect does not make any representations regarding the worker classification of any Contractor. WITHOUT LIMITING THE FOREGOING, CONSULTDIRECT MAKES NO WARRANTIES, EXPRESS OR IMPLIED REGARDING OR RELATING TO THE CONTRACTORS, THE CONTRACTOR SERVICES OR THE SERVICE CONTRACTS.

1.5 Service Contract Required Terms

Unless otherwise agreed to in a writing signed by ConsultDirect, each Service Contract must contain terms and conditions substantially similar to and at least as protective of ConsultDirect as the following, provided that such terms and conditions do not constitute legal advice from ConsultDirect, and you and your Contractors should consult independent counsel in drafting and negotiating any Service Contracts:

  • Payments and Billing. Client will pay ConsultDirect Inc. (“ConsultDirect”) the fees for the Project in accordance with its agreement with ConsultDirect (i.e., the ConsultDirect Terms of Service).

  • Third-Party Beneficiary. Client and Contractor understand and agree that ConsultDirect is an intended third-party beneficiary of each Service Contract and that ConsultDirect has the right to enforce its rights and obligations under the Service Contract on its own behalf.

Once you have executed a Service Contract with a Contractor, you must upload a copy (redacted if necessary to protect any particularly sensitive information) to your Workspace for the applicable Project so that ConsultDirect can verify your compliance with this requirement.

1.6 Exclusivity

For a period of twelve (12) months from the later of (i) the time you first identify a Contractor through the ConsultDirect Platform Services or (ii) the time a Contractor completes its last Project with you (“Exclusivity Period”), you will use the ConsultDirect Platform Services as your exclusive method to receive Contractor Services from that Contractor and make all payments, directly or indirectly, with that Contractor. During the Exclusivity Period, you shall not make complete or partial payments to any such Contractors for Contractor Services outside of the ConsultDirect Platform Services, or otherwise circumvent ConsultDirect’s role as payment provider or the ConsultDirect Platform Services’ payment methods, and any violation of the foregoing restrictions is a material breach of this Agreement. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) accept proposals from, receive services from, or make payments to any Contractors first identified through the ConsultDirect Platform Services except via ConsultDirect; or (b) pay or report on the ConsultDirect Platform Services a payment amount lower than that actually agreed between you and a Contractor through the ConsultDirect Platform Services. YOU WILL NOTIFY CONSULTDIRECT IMMEDIATELY IF A CONTRACTOR SUGGESTS MAKING PAYMENTS OUTSIDE OF THE CONSULTDIRECT PLATFORM SERVICES WITHIN THE EXCLUSIVITY PERIOD. If during the Exclusivity Period, you offer traditional employment to a Contractor, you agree to pay ConsultDirect a fee of 25 percent of the annualized Total Cash Compensation payable to said Contractor (the “Employment Fee”). Total Cash Compensation means the annualized base salary and any signing, discretionary or other bonuses or commissions, but does not include moving expenses, tuition reimbursement or any other compensation or type of allowance (the “Total Cash Compensation”). You will pay ConsultDirect the Employment Fee upon completion of thirty (30) days of employment of the Contractor. In the event the Contractor terminates employment with you, whether voluntarily or involuntarily, within thirty (30) days of employment, no Employment Fee will be owed. Upon expiration of Exclusivity Period, you are free to directly deal with the applicable Contractor outside of the ConsultDirect Platform Services and independently from these Terms. If during the Exclusivity Period, you offer a non-employee role to a Contractor (e.g., a role as a board member or strategic advisor), ConsultDirect shall, on a case-by-case basis, assess an appropriate finder’s fee in line with standard industry practice.

1.7 No Background Checks

ConsultDirect is not required to and does not verify any information given to ConsultDirect by Contractors, nor does ConsultDirect perform background checks on Contractors. ConsultDirect may provide information about a Contractor to you, such as a strength or risk score, geographical location or third-party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Contractor submits. ConsultDirect provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by ConsultDirect.

1.8 Third-Party Websites

The ConsultDirect Platform Services may include links to third party websites. ConsultDirect has no control over, is not responsible for and does not endorse any such sites, and ConsultDirect will have no liability for any damages or losses you incur by visiting or using such third-party websites.

1.9 Privacy

For the purposes of sharing and collecting information via the ConsultDirect Platform Services, ConsultDirect will follow the ConsultDirect Privacy Policy (“Privacy Policy”).

1.10 Code of Conduct

By accessing and using the ConsultDirect Platform Services, you agree to abide by the ConsultDirect Code of Conduct (“Code of Conduct”), which is incorporated herein by reference.

2. LICENSE AND RESTRICTIONS; OWNERSHIP

2.1 License Grant

Subject to your compliance with these Terms, ConsultDirect hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license (without the right to sublicense) to access and use the ConsultDirect Platform Services for your internal business purposes only, and subject to the limitations set forth below. ConsultDirect reserves any and all rights not expressly granted to you pursuant to these Terms. The limited rights granted to you to access and use the ConsultDirect Platform Services comprise a limited license and do not constitute the sale of any software program or other intellectual property.

2.2 Restrictions

You agree that:

  • You will not use the ConsultDirect Platform Services if you are not fully able and legally competent to agree to these Terms.

  • You will only use the ConsultDirect Platform Services in full compliance with all applicable laws and these Terms.

  • You will not use the ConsultDirect Platform Services for fraudulent purposes or to engage in any offensive, indecent or objectionable conduct. Further, except as specifically permitted herein or approved in advance in writing by ConsultDirect, you agree that you will not directly or indirectly:

    • Distribute, sell, assign, encumber, transfer, rent, lease, loan, sublicense, modify, time-share or otherwise exploit the ConsultDirect Platform Services in any unauthorized manner.

    • Copy, reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify the ConsultDirect Platform Services or any part thereof in any form or manner or by any means.

    • Harvest or scrape any content or data from the ConsultDirect Platform Services.

    • Remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in the ConsultDirect Platform Services.

    • Decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any part of the ConsultDirect Platform Services or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).

    • Circumvent any functionality that controls access to or otherwise protects the ConsultDirect Platform Services.

    • Permit any third party to engage in any of the foregoing.

Any attempt to do any of the foregoing is a material breach of these Terms and a violation of the rights of ConsultDirect and its licensors. If you breach these restrictions, you may be subject to prosecution and damages.

2.3 ConsultDirect Platform Services Ownership

The ConsultDirect Platform Services’ “look and feel” (e.g., text, graphics, images, logos), proprietary content and software code, information and other materials are protected under intellectual property laws. You acknowledge and agree that ConsultDirect and/or its licensors own all right, title and interest in and to the ConsultDirect Platform Services (including all intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. Any and all improvements, updates, modifications or enhancements, whether made, created or developed by ConsultDirect or otherwise relating to the ConsultDirect Platform Services (collectively, “Revisions”), are and will remain the property of ConsultDirect. All Revisions become the sole and exclusive property of ConsultDirect.

2.4 Feedback

Any and all suggestions for correction, change, enhancement, improvement and modification to the ConsultDirect Platform Services and other feedback, information and reports you provide to ConsultDirect (collectively “Feedback”) are and will remain the property of ConsultDirect. ConsultDirect may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to ConsultDirect any and all right, title and interest that you may have in and to any and all Feedback.

3. CONTENT POLICY

3.1 Your Content

You represent and warrant that you own or have a valid license to all content or other materials uploaded, posted, published or displayed through the ConsultDirect Platform Services (collectively, (collectively, “Content”). Subject to ConsultDirect’s Privacy Policy, you hereby grant ConsultDirect and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your de-identified and aggregated Content in connection with the operation and promotion of the ConsultDirect Platform Services.

3.2 Workspace

During the course of your Projects, ConsultDirect will provide you storage space on the ConsultDirect Platform Services (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Contractor. ConsultDirect reserves the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project.

3.3 Disclosure of Your Content

You acknowledge and agree that ConsultDirect may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ConsultDirect, its affiliates, officers, employees, representatives and agents, as well as ConsultDirect Platform Services users and the general public.

3.4 Prohibited Content

You are solely responsible for all of your Content and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. ConsultDirect reserves the right to investigate and take appropriate legal action against any Contractors who violates this Section. Specifically, you represent and warrant that none of your Content: (a) constitutes protected health information under the Health Information Portability and Accountability Act; (b) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (c) constitutes material, non-public information about any ConsultDirect and/or constitutes information the disclosure of which would be in violation of securities laws; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (e) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (f) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or (g) in the sole judgment of ConsultDirect, is objectionable or which restricts or inhibits any other person from using or enjoying the ConsultDirect Platform Services, or which may expose ConsultDirect or its users to any harm or liability of any kind. ConsultDirect has the right, but not the obligation, to monitor your use of the ConsultDirect Platform Services and Content to determine your compliance with these Terms.

4. FEES AND PAYMENT

4.1 Fees

ConsultDirect is free to join, and there are no charges to post Projects or review Contractor profiles. Instead, ConsultDirect collects fees for each Project that is completed via the ConsultDirect Platform Services. All fees are non-cancelable and non-refundable. If you have further questions about ConsultDirect’s fees, please contact us at info@consultdirect.com.

4.2 Payment Methods

ConsultDirect functions as the payment provider for amounts you pay to Contractors for Services on the ConsultDirect Platform Services. You agree to pay ConsultDirect any fees you incur on the ConsultDirect Platform Services, and hereby authorizes ConsultDirect to charge you in the form of payment mutually agreed to between you and ConsultDirect for such fees. If ConsultDirect invoices you, fees will be invoiced at Project launch or milestone launch as applicable; expenses will be invoiced as incurred. All fees are due net fifteen (15) days from the invoice date and shall be in United States dollars. Any payment not received from you by the due date may accrue, at ConsultDirect’s discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If you require that an invoice be submitted against a purchase order before payment can be made, you will be responsible for issuing such purchase order to ConsultDirect in a timely fashion and your failure to do so will not affect your obligation to pay all fees in accordance with these Terms.

4.3 Taxes

You agree that you shall be responsible for all applicable sales, use, value added or similar taxes, if any, payable with respect to the ConsultDirect Platform Services provided under these Terms or arising out of or in connection with these Terms whether at the time of invoicing or later determined by a taxing jurisdiction, provided that ConsultDirect shall be responsible for all taxes imposed on ConsultDirect’s net income or gross receipts, for any personal property taxes on property it owns or leases, and for franchise and privilege taxes on its business. The parties agree to cooperate with each other to enable each to more accurately determine its own tax liability and to minimize such liability to the extent legally permissible. ConsultDirect’s invoices will separately state the amounts of any taxes ConsultDirect is collecting from you. You will be entitled to any tax refunds or rebates granted to the extent such refunds or rebates are of taxes paid by you.

4.4 Books and Records

Each party will keep complete and accurate books and records sufficient to verify compliance or non-compliance with these Terms and the provisions of any Service Contract. Each party will, upon at least ten business days prior written request by the other party (a “Review Request”), make available to the other party and its auditors such books and records and provide reasonable cooperation to the extent necessary to verify the accuracy of the amounts owed and charged pursuant to these Terms. Such Review Requests may not be issued more frequently than once every twelve (12) months.

5. CONFIDENTIALITY

5.1 Definition of Confidential Information

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or is identified in writing as confidential or proprietary within fifteen (15) days of disclosure to the Receiving Party or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information shall include, but not be limited to: the pricing and other terms reflected in all Service Contracts, Content and the Disclosing Party’s business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality and Non-Use

Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents and/or representatives who have a need to know such Confidential Information and who are bound to protect such Confidential Information as required hereby, or to legal, financial or other professional advisors who are providing professional services to the Receiving Party subject to obligations of confidentiality. In addition, without the Disclosing Party’s written permission, the Receiving Party shall not use any Confidential Information of the Disclosing Party other than in connection with fulfilling the obligations or exercising the rights of the Receiving Party under these Terms (including, without limitation, as may be necessary to support or defend a claim arising under these Terms).

5.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure. The Receiving Party will cooperate reasonably with the Disclosing Party in any effort the Disclosing Party undertakes to obtain a protective order and, if disclosure is nonetheless required, will furnish only such Confidential Information as is legally required to be disclosed.

5.4 Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

5.5 Publicity

During the term of this Agreement, ConsultDirect may publicly refer to Client as a customer of ConsultDirect and may use Client’s name and logos alongside the names and/or logos of other ConsultDirect Clients on ConsultDirect’s website, in customer lists, pitch proposals, investor presentations and sales presentations.

6. WARRANTY DISCLAIMER

CONSULTDIRECT MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCT, CONSULTDIRECT PLATFORM SERVICES OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSULTDIRECT 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.

7. LIMITATION OF LIABILITY

IN NO EVENT WILL CONSULTDIRECT 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 TOTAL AGGREGATE LIABILITY OF CONSULTDIRECT TO YOU FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE YOUR OF THE CONSULTDIRECT PLATFORM SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO CONSULTDIRECT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO LIABILITY. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF CONSULTDIRECT IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

8. INDEMNIFICATION

You agree to indemnify and hold harmless the ConsultDirect and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the ConsultDirect Platform Services; (b) your Content; and (c) your violation of these Terms.

9. TERMINATION

9.1 Termination

Subject to your obligation to pay for Services for which you have received, you have the right to cancel your account at any time upon notice to ConsultDirect, and ConsultDirect has the unlimited right to terminate or limit your account and/or access to the ConsultDirect Platform Services at any time and for any reason, including, without limitation, for violation of these Terms and/or the Code of Conduct. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period set forth in Section 1.6.

9.2 Survival

Sections 1.5 (Service Contract Required Terms), 1.6 (Exclusivity), 3.1 (Your Content), 5 (Confidentiality), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnification), 9.2 (Survival), 10 (Dispute Resolution) and 11 (General) of these Terms will survive any termination thereof.

10. DISPUTE RESOLUTION

10.1 Informal Process First

You agree that in the event of any dispute between you and ConsultDirect, you will first contact us and make a good faith sustained effort to resolve the dispute amicably and efficiently.

10.2 Individual Basis; Jury Trial Waiver

To the fullest extent permitted by applicable law, you and ConsultDirect each agree that any proceeding to resolve a Claim will be conducted only in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, consolidated, multiple plaintiff or representative action (“Class Action”). If for any reason a Claim proceeds in court rather than in arbitration, you and ConsultDirect each waive any right to a jury trial. You and ConsultDirect expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

10.3 Limitation Period

In no event will any Claim, or any other action or proceeding by you (including arbitration under this Section 10) be instituted more than one (1) year after the cause of action arose.

10.4 Jurisdiction

You and ConsultDirect each agree to the exclusive jurisdiction of the Federal and State courts located in Fairfax, Virginia, and you and ConsultDirect each agree to submit to the exercise of personal jurisdiction of such courts for the purposes of litigating any applicable dispute or claim.

11. GENERAL

11.1 Assignability

You may not assign these Terms or any of your rights or obligations hereunder without ConsultDirect’s prior written consent. ConsultDirect may freely assign these Terms. Any attempted assignment or transfer in violation of this Section 11.1 will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

11.2 Entire Agreement

These Terms set 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.

11.3 Governing Law

These Terms and any controversy, dispute or claim arising out of or relating to these Terms will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of law provisions.

11.4 Notices; Consent to Electronic Notice

You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given: (a) by ConsultDirect via email (in each case to the email address that you provide when registering your account); (b) a reasonably prominent posting on the ConsultDirect Platform Services; or (c) by you via email to info@consultdirect.com.

11.5 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 will 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.

11.6 Severability

If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or un-enforceability, and will 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.

11.7 Contact Us

If you have any questions about these Terms, please contact us at support@consultdirect.co.


 

Code of Conduct

Last revised: August 29, 2018

Introduction

This Code of Conduct establishes a shared standard for professional behavior on the ConsultDirect Platform Services. The success of every engagement on the ConsultDirect Platform Services is predicated on the professional behavior of the people involved, particularly the Clients and Contractors.

This Code of Conduct is a part of ConsultDirect’s Terms of Service for both Clients and Contractors (“Users”). Unless otherwise defined herein, the terms used in this Code of Conduct have the same definition as provided in ConsultDirect’s Terms of Service.

Users who diverge from this Code of Conduct may, at ConsultDirect’s discretion, be temporarily or permanently barred from using the ConsultDirect Platform Services, depending on the seriousness of the misconduct.

ConsultDirect will update this Code of Conduct regularly, though there may be unforeseen situations leading to account deactivation that are not explicitly listed in this policy.

Reviews and Ratings

Reviews and ratings are an opportunity for both Clients and Contractors to build a positive reputation on the ConsultDirect Platform. Reviews and rating should be truthful, clear, fact-based and helpful to both the recipient and the wider ConsultDirect community. ConsultDirect reserves the right to remove reviews that violate these review guidelines.

Users can only write a review or provide a rating after a Project is completed. Reviews and ratings may be available to other Users viewing another user’s profile or completed Projects.

To report a review that violates these review guidelines, please contact support@consultdirect.co.

Professionalism and Quality

Clients and Contractors are expected to communicate professionally and in good faith over the ConsultDirect Platform. Additionally, Clients should expect to engage with Contractors producing high-quality work. ConsultDirect may temporarily or permanently deactivate accounts associated with Users that receive reviews, ratings, or complaints regarding a lack of professionalism or quality.

Fraud and Misrepresentation

ConsultDirect expects all Users to present themselves truthfully and accurately and may permanently deactivate any account associated with fraudulent activity. Specifically:

  • All information on a user’s profile must be true and accurate. Users agree to provide ConsultDirect with accurate and complete biographical information, including job status and employment history, and to promptly update that information as it changes. ConsultDirect may verify information provided by or about a user. If requested, Users must assist ConsultDirect in the verification process.

  • Users will not impersonate any person or entity (including creating an account under a fake or borrowed name) with the exception of Clients using de-identified company names.

  • Clients posting projects must fully disclose context that is relevant and critical to a Contractor’s ability to successfully complete a Project.

  • Contractors must have legal and beneficial ownership of, and all rights and interest in, any materials underlying the Work Product created in connection with a Project. Work Product must not include any misrepresentation or fraudulent data.

  • Contractors are required to disclose any sources used in Work Product in accordance with generally accepted research practices (i.e., proactively cite primary or secondary information sources that are not their own) as a matter of general practice and upon request from the Client or ConsultDirect.

Discrimination, Harassment and Abusive Conduct

ConsultDirect maintains a zero-tolerance policy regarding all forms of discrimination, harassment, or abuse. Users may not refuse to provide or accept services based on a person’s race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable federal or state law. All reports of discrimination, harassment or abusive conduct are taken very seriously and may result in permanent loss of access to the ConsultDirect Platform Services. If you feel that you have been treated inappropriately by another user, please contact support@consultdirect.co.

Mediation Processes and Procedures

ConsultDirect may assist in the fair and timely resolution of a complaint or dispute between Users. ConsultDirect may take the following actions, including but not limited to:

  • Contact all Users involved to obtain information;

  • Review Project-related data and correspondence captured on the platform and gathered through conversations with involved parties.

  • Request additional materials evidencing communications between the involved parties.

  • Coordinate mediation between the Users involved in the complaint or dispute.

  • Determine an appropriate outcome, including, but not limited to, User account deactivation, partial payment, payment refund, and/or project re-staffing

  • Communicate the outcome to all involved parties.

  • Promptly carry out the mediation outcome.

ConsultDirect expects all Users to cooperate with any investigations or other activities by ConsultDirect in furtherance of the above procedures.

If ConsultDirect temporarily or permanently deactivates a User’s account, the User is prohibited from creating a new account under his or her name, a fake or borrowed name, or the name of any third party, even if he or she is acting on behalf of the third party. In addition to temporarily or permanently deactivating a User’s account, ConsultDirect reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

If you have any questions about this Code of Conduct or ConsultDirect’s Terms of Service, please contact support@consultdirect.co.