The Network of Experts

Terms And Conditions

TERMS AND CONDITIONS OF MEMBERSHIP IN THE NETWORK OF EXPERTS

Following are the Terms and Conditions of membership and participation in Greenwood Research's Network of Experts (the "Network"). This agreement supersedes all prior Terms and Conditions that may have previously been in effect between Greenwood Research and Members of the Network. Greenwood Research reserves the right to change these Terms and Conditions at any time, without notice, and, by becoming a Member and continuing to participate, you agree to be and remain bound by the Terms and Conditions with such updates, if any. Your membership and participation in the Network is also subject to any additional guidelines or rules posted in certain areas of the Network. At all times during which you are a Member you shall be a non-agent independent contractor of Greenwood Research and in that capacity shall not be acting on behalf of Greenwood Research in a fiduciary capacity and shall not have any authority to act on behalf of Greenwood Research. These Terms and Conditions and any revisions thereto shall be made available to you when you access our website, presently at http://www.networkofexperts.com.

OVERVIEW AND ACTIVITIES

The Network consists of people from a wide range of industries. It was formed by Greenwood Research as a part of the Greenwood Research Value Chain Research approach. Greenwood Research draws upon the Network to gain insights for its Clients on current industry trends and issues. Greenwood Research Clients ("Clients") are predominantly from the financial services industry.

Assignments for Members may include, among other things, participation in online and telephone surveys, telephone calls, face-to-face meetings, attendance at Greenwood Research sponsored events and other methods of providing consulting services to Clients (each a "Consulting Assignment").

MEMBERSHIP POLICIES

Violation by you of the policies described herein will be a breach of these Terms and Conditions and may result in immediate termination of your membership in the Network. You may only become a Member if your membership is not prohibited by nor would contravene any law or any contractual restriction binding on or affecting you and will not result in the breach of any agreement between you and any third party ("Breach of Agreement"). By your acceptance of these Terms and Conditions, you represent that you have obtained any necessary consents or waivers from appropriate parties if you are required to do so.

You cannot be a Member and participate in the Network if you have been convicted of a felony or if you have been the subject of any disciplinary action by any state or federal governmental agency. If any such action occurs after you became a Member, you agree to notify Greenwood Research immediately.

Important Guidelines and Restrictions for Participation in Consulting Assignments

You must decline any Consulting Assignment or discontinue your participation in any Consulting Assignment:

  • That presents a conflict of interest;
  • Where participation will, or is likely to, cause a Breach of Agreement;
  • Where participation could result in the release of trade secrets or other proprietary or confidential information of any third party with whom you have an agreement to protect the same; or
  • Where participation could result in the release of material or relevant nonpublic information concerning any public company or violate any law or regulation.

By your participation in the Network, you accept of these Terms and Conditions, you represent that you are in compliance herewith and you agree to take appropriate action to ensure your continued compliance herewith.

Participation in Consulting Assignments

Members who are directors, officers, employees or affiliates of companies (public or private) about which research or data is being collected (an "Affiliated Company") are not eligible to participate in projects about such companies. If a Consulting Assignment about an Affiliated Company is assigned to you, you must decline the offer and notify Greenwood Research immediately. You must also decline to continue with a Consulting Assignment if continuing could result in the release of trade secrets or other proprietary or confidential information or nonpublic information that might be material or the above guidelines and restrictions would otherwise be violated.

Your participation in Consulting Assignments is always at your discretion. Members are never obligated to accept a Consulting Assignment and may decline to participate for any reason. Greenwood Research makes no representation regarding the frequency, quality or quantity of Consulting Assignments in which you may participate. By your acceptance of these Terms and Conditions and participation in a Consulting Assignment, you acknowledge and confirm that you are not providing information about or acting on behalf of your employer or other entity, including Greenwood Research.

Members are expressly prohibited from providing any Client with investment judgment or financial or legal advice, including without limitation, rating or recommending any security, providing advice as to the value of any security. Accordingly, you should not provide investment judgment or financial or legal advice or make any financial or legal recommendations or predictions to any Client. Furthermore, Members who are lawyers shall not provide legal advice and shall not establish attorney-Client relationships with our Clients through Consulting Assignments. Similarly, Members who are doctors shall not provide medical advice and Members who are accountants shall not be engaged by our Clients as a result of by way of working on Consulting Assignments.

Greenwood Research may or may not participate in your interactions with our Clients and is not liable or responsible for, nor does it warrant, as to the accuracy or completeness of, the content of consultations and Consulting Assignments arranged by Greenwood Research. You will be expected to provide information during any Consulting Assignments in good faith and to the best of your ability and at all times consistent with these Terms and Conditions, including the guidelines and restrictions contained herein. It is your responsibility to ensure that you do not violate any law, regulation, agreement or other obligation you may have by participating in any Consulting Assignment or by disseminating any information during such Consulting Assignments. Should you become concerned that any inquiry by one of our Clients or that your participation in a Consulting Assignment could result in a violation of any law, regulation, agreement, Greenwood Research policy or other obligation you may have, you should discontinue your participation in the Consulting Assignment and notify Greenwood Research immediately.

Confidentiality

Greenwood Research understands that you may not want your name or contact information disclosed to third parties and agrees to abide by the incorporated by reference herein. By your acceptance of these Terms and Conditions, you are deemed to have also accepted the Privacy Policy and, for the purpose hereof, such Privacy Policy shall be incorporated by reference herein. Greenwood Research agrees that it will maintain the information you provide through your participation in the Network for its own internal use and for presentation to Clients in connection with Consulting Assignments between you and Clients. If your information is gathered outside the United States, it will be transferred to Greenwood Research's United States offices to be used for these purposes. Greenwood Research never sells its Member lists or Member information to third-party marketers and similar organizations.

You agree to keep any trade secrets, know-how, intellectual property or copyrighted information of Greenwood Research and its Clients confidential. In addition, you agree to keep other business information and the nature and all contents of consultations, surveys or other Consulting Assignments with Clients confidential. You may not, without Greenwood Research's prior written consent, except to the extent required by applicable law (with prior notice to Greenwood Research or the Client), communicate or divulge the contents or existence of any consultation, survey or other Consulting Assignment, including the name of the Client entity or employee, to anyone other than (1) Greenwood Research, (2) the Client with whom you are consulting, as applicable and (3) except as necessary to secure any third party consent to your participation in the Network or in a Consulting Assignment.

You agree not to use any Client information provided to you, including, but not limited to, information about investment or trading decisions, for your personal benefit or reveal to any other person any information regarding securities transactions by a Client or the consideration by a Client of any transaction or investment idea that you may learn in the course of the Consulting Assignment.

Proprietary Rights

All material on Greenwood Research's web sites, whether explicitly marked or not, as well as any other Greenwood Research materials that you receive, or that you produce in the course of your work on Consulting Assignments, is owned by Greenwood Research and is protected by copyright, trademarks and other intellectual property rights. By posting material on or through the Network in surveys, online discussion groups or otherwise, you expressly grant Greenwood Research the non-exclusive right to publish, broadcast, reproduce, modify, post, sell, exploit, copy, distribute, and make available for download such material, whether alone or in combination with other materials. You may download material from Greenwood Research's web sites only for your personal, noncommercial use. Subsequent copying, redistribution, or publishing of material is prohibited without written permission. Removal of trademark or copyright notices from any content is strictly prohibited. By your participation in the Network, you represent that you have the right to share any messages, information, or other content you post on Greenwood Research's web sites or provide Clients; however, under no circumstances should you forward written or electronic materials to Clients unless instructed by Greenwood Research in writing.

Contact with Clients

Membership by you in the Network is non-exclusive and there is no minimum time commitment required. Members should exhibit discretion in their follow-up communications with our Clients and their firms and not spend excessive amounts of time on any Consulting Assignment. As a condition to participation in the Network, and by your acceptance of these Terms and Conditions, you agree that, for a period of one year from completion of any Consulting Assignment with a Client to whom you have been first introduced by Greenwood Research, you will not, directly or indirectly either for yourself or any third party, solicit Consulting Assignments or other business from or propose any kind of consulting relationship or other business to such Clients without written permission of Greenwood Research. You also agree you will not, directly or indirectly, either for yourself or any third party, induce or attempt to induce (1) any employee of Greenwood Research (an "Employee") to leave the employ of Greenwood Research, (2) in any way interfere with the relationship between any Employee or any Client and Greenwood Research, (3) employ any Employee or any Client or (4) solicit for employment any Employee or of any Clients to whom you have been first introduced by us while a Member for a period of one year after the termination of your relationship with Greenwood Research.

Reliance by Clients

These Terms and Conditions are intended to benefit our Clients (as well as Greenwood Research) and enable our Clients to satisfy themselves that all consultations will be carried out in accordance with applicable laws and will not lead to the improper disclosure of confidential information, including material inside information within the meaning of U.S. federal securities laws, nor the disclosure of our Clients' confidential information. Clients may from time to time request that you confirm any part of these Terms and Conditions as a condition to your participation in a Consulting Assignment. By your acceptance of these Terms and Conditions, you acknowledge that each of our Clients and the person with whom you may engage in any consultation is an intended beneficiary of these Terms and Conditions and the covenants and agreements made by you hereunder, and that our Clients shall have the same rights and expectations with respect to your compliance with these Terms and Conditions as a third party beneficiary as are possessed by Greenwood Research as a direct contracting party.

MECHANICS OF CONSULTING ASSIGNMENTS

Expectations of Service

You agree that you will either accept or decline an offer to consult within 48 hours of receiving an invitation by Greenwood Research for a Consulting Assignment and to schedule accepted consultations within five business days of contact from the Client. If there is a possibility that you would be unable to meet the requested timetable of consultations for any Consulting Assignment because of time constraints, or for any other reason, you should decline the Consulting Assignment.

Payment to Network Members

Greenwood Research's payment system can accommodate consulting guidelines set forth by your employer, including joint payment to you and your employer, or direct payment to your institution. You must follow your employer's policies that may relate to payment by Greenwood Research. Following the completion of a Consulting Assignment, you may request payment through our secure website, or by mail and you will be compensated at the rate you submitted on your approved and accepted application. If you discontinued participation in a Consulting Assignment prior to its completion in order to comply with these Terms and Conditions, you may submit a payment request for time allocated for that Consulting Assignment for payment in full. You must submit payment requests within 90 days following completion of a Consulting Assignment, otherwise, your payment request may not be granted. Note that U.S. persons will receive a U.S. I.R.S. Form 1099 for any payments as required.

Non-U.S. Network Members may be asked to confirm such status. Please note that your contract will be with Greenwood Research, LLC, a U.S. entity. Greenwood Research's Clients will be the recipients of your services.

Access Rights

Your username and password are for your individual use only. You may not share your account information with others other than your direct assistants and only if they agree to be bound by the confidentiality provisions above. Your accounts are authorized on an individual basis for individual use, unless specified otherwise by specific written contract between Greenwood Research and the Member.

AGREEMENT DETAILS

Disclaimer of Warranties and Limitation of Liability

THIS SITE AND THE NETWORK IS PROVIDED BY GREENWOOD RESEARCH ON AN "AS IS" AND "AS AVAILABLE" BASIS. GREENWOOD RESEARCH MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. GREENWOOD RESEARCH RESERVES THE RIGHT TO WITHDRAW OR DELETE ANY INFORMATION FROM THIS SITE AT ANY TIME IN ITS DISCRETION.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, GREENWOOD RESEARCH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GREENWOOD RESEARCH DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM GREENWOOD RESEARCH ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GREENWOOD RESEARCH WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL FO THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Right to Injunction/Limitation on Liability

By your acceptance of these Terms and Conditions, you acknowledge that, in the event that you, as a Member, breach any of the provisions set forth in the sections entitled "Confidentiality", "Access Rights" and "Proprietary Rights", among others, within this these Terms and Conditions, Greenwood Research's harm will be irreparable and cannot be adequately compensated for by means of monetary damages. You agree that Greenwood Research will be entitled to equitable relief (including, without limitation, injunctive relief) in addition to any other available rights and remedies.

In no event, shall Greenwood Research be liable to you or any other party for any damages resulting from or relating to your participation as a Member, the performance of any services by you as a Member or the business operations of Greenwood Research, including without limitation, for any incidental, consequential, punitive or special damages. Greenwood Research agrees that for its part it shall not seek to impose on any individual Member any liability for damages based on his or her performance of services hereunder as a Network Member, including, without limitation, for any incidental, consequential, punitive or special damages so long as such damages do not relate to or arise out of the failure of the Member to comply with these Terms and Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Member that constitutes gross misconduct.

Arbitration

Any dispute, controversy or claim relating to this Agreement shall be finally settled by a single-arbiter arbitration held in New York City under the rules of the American Arbitration Association (the "AAA") in effect from time to time. The arbitrator may grant any remedy that he deems just and equitable within the scope of this Agreement as construed and governed in accordance with the laws of New York. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. The costs and expenses (including reasonable attorney's fees) of the prevailing party shall be borne and paid by the party that the arbitrator determines is the non-prevailing party. Arbitration shall not be deemed a waiver of Greenwood Research's right to seek injunctive relief in any court of competent jurisdiction as provided for in this Agreement.

Governing Law

The provisions of these Terms and Conditions and any other terms of the parties contractual relationship shall be governed by, and construed and enforced in accordance with the laws of the State of New York applicable to contracts to be performed wholly within the State of New York.

Severability

The invalidity or unenforceability of any provision of this Agreement shall not for that reason alone affect the validity or enforceability of any other provision of this Agreement.

REPRESENTATIONS AND ACKNOWLEDGEMENTS OF NETWORK MEMBERS

You represent that your participation in the Network does not violate or conflict with any agreement, obligation or duty you may have to any other person or entity.

You agree to notify us immediately if and to the extent you are no longer permitted to participate in the Network.

Furthermore, if and as you undertake Consulting Assignments, you agree that you are making all such representations each time and are further representing that your participation does and will not violate any law, regulation, agreement or other obligation you may have.

Affirmative Responsibility to Update Information

You represent that the biographical information you have provided us is accurate and complete in all material respects and that you will promptly update or provide us with any updated information should any of the information contained in your biography change in any material respect.

You agree to provide information during any Consulting Assignments in good faith and in all cases consistent with these Terms and Conditions and the guidelines and restrictions contained herein.

You represent that you have the capacity to enter into these Terms and Conditions and to be bound by them. You represent that you have not been convicted of any felony nor have you have been the subject of any disciplinary action by any state or federal government agency.

 

End of Terms and Conditions

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