Terms and Conditions for Experts

Last updated June 15, 2016

PLEASE READ THESE TERMS AND CONDITIONS FOR EXPERTS (“EXPERT TERMS”) CAREFULLY. BY REGISTERING AND/OR USING THE SITE OR SITE SERVICES PROVIDED BY MORPH VENTURES OR ITS AFFILIATES, YOU ARE CERTIFYING THAT YOU HAVE READ, ACCEPTED, AND AGREED TO BE BOUND BY THESE EXPERT TERMS. WE MAY MODIFY THE PROVISIONS OF THESE EXPERT TERMS WITHOUT NOTIFYING YOU, SO PLEASE CHECK BACK OFTEN FOR UPDATES.

These Expert Terms govern the access or use by you, an individual (“you” or “User”) who is utilizing our website www.expertDB.com, all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successors in interest (collectively, the “Site”, “expertDB”) as an Expert to provide Expert Services to Clients of the Site. These Expert Terms supersede all prior versions of the Expert Terms for Morph Ventures Pte. Ltd. and/or its subsidiaries and affiliates (collectively, “Morph Ventures”) and incorporate by reference all terms, conditions rules, policies and guidelines on the Site, including the Terms of Use (“Terms of Use”). Your use of the Site is subject to the Terms of Use, except to the extent those terms conflict with these Expert Terms, in which case these Expert Terms shall control.

OVERVIEW AND ACTIVITIES

Experts using the Site are professionals and consultants in various industries and specialties who educate, advise and share insights, analysis with financial and business leaders, professionals and other organizations and professionals (“Clients”). Experts offer specialized skills not otherwise available to Clients. Morph Ventures is a technology platform and marketplace that enables users of expertDB applications or websites to find, engage and manage third party providers and Experts for expertise, advice and information. Morph Ventures provides Experts a platform to participate in different types of projects (“Projects”, “Engagements”) for Clients, such as telephone consultations, short or long-term consulting, in-person or virtual meetings and events, written deliverables, and in-depth engagements or online surveys. Additionally, Experts may be eligible to participate in other non-Project activities and interactions through Morph Ventures (“Platform Activities”), such as: receiving rewards for referring friends and colleagues to the Site; participating in online discussions and webinars with other Experts and/or Clients; and engaging in other networking and educational opportunities.

EXPERT REPRESENTATIONS AND CONDITIONS

By registering as an Expert, you acknowledge and agree to, and represent and covenant the following:

  1. You have completed the Expert Checklist;
  2. You operate an independent business, in which you have made an investment such as for computer equipment and/or a home or other office, offering services to the public and are not economically dependent on Morph Ventures or any Client.
  3. You are not prohibited, limited or restricted from participating in the Site as an Expert by any contract (e.g., employment, independent contractor, consulting, confidentiality, or non-disclosure agreements), any employer’s policies or codes of conduct, or any similar policies or obligations or 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 participate as an Expert.
  4. Your participation as an Expert is not in violation of any regulation, policy or law. Neither your use of the Site nor anything in this Agreement creates an employment, partnership, joint venture, agency, franchise, or sales representative relationship between you and Morph Ventures.
  5. You have no authority to act, or enter into any contract (written or oral), on behalf of Morph Ventures.
  6. You are not eligible for any benefits, workers’ compensation or insurance coverage from Morph Ventures or any Client based on your participation in the Site as an Expert.
  7. You shall not identify any Client or Morph Ventures as your employer.
  8. You are joining the Site in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers).
  9. You are free at all times to perform services independent of the Site for any person or business, including any of Morph Ventures’ competitors; provided, however, that you shall not violate these Expert Terms.
  10. Morph Ventures, in its sole discretion, may determine your eligibility for participating in the Site as an Expert. If you are in any way unsure about your ability to comply with these Expert Terms, then you must decline to participate as an Expert.

RELATIONSHIP WITH MORPH VENTURES

Morph Ventures is not a party to the dealings between any Client and Expert, including posts, proposals, screening selection, contracting, and performance of Expert Services. Morph Ventures does not introduce Experts to Clients or help Experts find Engagements. Morph Ventures merely makes the Site Services available to enable Experts to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Experts for themselves. Morph Ventures does not, in any way, supervise, direct, or control any Expert or Expert’s work. Morph Ventures does not set any Expert’s work hours, work schedules, or location of work, nor is Morph Ventures involved in determining if the Expert Fees will be set at an hourly or fixed rate for a Service Contract. Morph Ventures will not provide any Expert with training or any equipment, labor, or materials needed for a particular Service Contract. Morph Ventures does not provide the premises at which the Expert will perform the work. Morph Ventures makes no representations about, and does not guarantee the quality, safety, or legality of, the Expert Services; the truth or accuracy of any Expert’s listings on the Site; the qualifications, background, or identities of Users; the ability of Experts to deliver the Expert Services; the ability of Clients to pay for the Expert Services; or that a Client or Expert can or will actually complete a transaction. ALL EXPERT SERVICES, AND ALL INFORMATION, DATA AND ACTIVITY RELATED THERETO, ARE PROVIDED “AS IS,” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

In providing services to Clients, Experts are free to retain and use their own employees and contractors, and Experts have sole control over those individuals. Morph Ventures has no role whatsoever in hiring, training, supervising, compensating, disciplining, evaluating or terminating those individuals and no role in deciding their hours or compensation or duties.

Morph Ventures does not deduct any amount for withholding, unemployment, Social Security, or other taxes for any Client or Expert, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Expert’s performance, and Client’s acceptance, of Expert Services.

Morph Ventures is not required to and may not verify any feedback or information given to us by Experts or Clients. Nor does Morph Ventures perform background checks on Experts or Clients.

Morph Ventures may provide information on the Site about an Expert or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Experts or Clients voluntarily submit to Morph Ventures and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Morph Ventures; Morph Ventures provides such information solely for the convenience of users; and Morph Ventures disclaims any warranties related to such information, including any truth, accuracy, completeness or currency thereof.

EXPERT PARTICIPATION IN THE SITE

During your participation in the Site as an Expert, you agree to act in a professional and workmanlike manner, to the best of your ability, and in accordance with these Expert Terms, applicable law and any obligations you may have that limit or restrict what you can discuss or the scope of your participation in the Site as an Expert.

In addition to the restrictions provided herein, you are solely responsible for determining whether you are permitted to join the Site as an Expert and to participate in particular Projects. You will decline or discontinue participation in any Project or Platform Activity if:

  1. Your participation would result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.
  2. Your participation would present any conflict of interest or perceived conflict of interest.
  3. Your participation would cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).
  4. Your participation would cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).
  5. Your participation would result in any communication or disclosure of any material non-public information concerning any public company or security.
  6. Your participation would violate, be in breach of, any law, rule or regulation or third party right.

Prior Misconduct

By registering as an Expert, you represent that you have not been convicted of, plead guilty to, or admitted committing a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.) and that you have not been sued for theft of corporate assets, fraud, breach of a confidentiality or non-disclosure agreement, breach of fiduciary duty, or any similar action. You further represent that: (i) you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or other law enforcement body; and (ii) you have not been debarred, excluded, suspended or otherwise not permitted to participate in any government or state programs. Should your status change with respect to any of these representations, you shall immediately deactivate your Expert profile on the Site. Morph Ventures reserves the right to deactivate your account on the occurrence or suspicion of the same, but shall not be under any obligation to do so and disclaims any liability arising as a result of the same.

Conflicts of Interest and Limitations Regarding Expert Role:

Your Company

You agree not to consult about a company for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position). You further agree that if you were previously employed in the finance or accounting department of a company, you will not consult about that company until at least four months after the last date of your employment. If a public company of which you are a current director, trustee, officer, board member or employee (or for which you hold a similar position) is the target or bidder in a tender offer, or has filed to issue an IPO, you must decline all Projects until the tender offer is resolved or the IPO is issued.

Competitors

You agree not to consult on a Project for a Client that is a direct competitor of a company for which you are a current director, trustee, officer, board member or employee (or for which you hold a similar position).

Government Employees

If you are a government employee in a government or jurisdiction that forbids government employees from participating in outside consulting projects, you may not be an Expert or participate in any Project. Otherwise, if you are a government employee, you agree not to consult about matters presently regulated by the agency or department in which you are employed. Furthermore, you agree not to consult about any legislation, regulation, or policy that you are in a position to vote upon or otherwise influence, and you agree not to give or receive any item of value from or to another person or entity for the purpose of seeking influence or for any other improper purpose.

If you are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to notify Morph Ventures by updating your Expert User profile or deactivating your Expert User profile on the Site if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party. Morph Ventures may, from time to time, inform you of additional limits on Expert engagements that you are required to observe. Morph Ventures disclaims any liability arising as a result of any breach or non-compliance by you of this paragraph.

Investment and Professional Advice

You represent that you are not registered as an investment adviser and that you are joining the Site as an Expert in your individual capacity and not as an agent or representative of any entity or individual (including, without limitation, any investment advisor). You agree not to provide any investment advice including, without limitation, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.

Healthcare Professionals

If you are a healthcare professional, you agree not to disclose any patient or other information prohibited to be disclosed under applicable laws, rules or regulations, or to dispense any medical advice at any time during the course of your service as an Expert. You shall promptly notify us if, in your reasonable opinion, a Client is seeking to speak to you for any purpose other than to conduct research (e.g., attempting to market products or services to you). Furthermore, you represent to Morph Ventures that you are duly licensed in any jurisdictions in which you are currently practicing, and that you are not named on any black list or prohibited list issued by any regulatory or government authority. You agree that you will promptly deactivate your account and profile in the event that any of the representations in this paragraph cease to be true, and Morph Ventures reserves the right to deactivate your account on the occurrence of the same, but shall not be under any obligation to do and disclaims any liability arising as a result of the same.

Clinical Trials and Consulting

If you have participated in a clinical trial or provided consulting services to a person or entity, you may have duties or obligations to treat certain related information as confidential. You must satisfy those duties and obligations and any other policies and requirements of such person or entity, your institution(s) and trial sponsors. Under no circumstances may you ever disclose or discuss any confidential information learned in the course of your consulting or clinical trial participation, including patient experience information and trial results, until such information has been made public. If you are a member on an ongoing clinical trial, you may not discuss the ongoing trial phase until it is completed and the results are made public.

Attorneys and Auditors

If you are an attorney, you agree not to consult about any Clients you currently represent or to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present Clients. If you are currently an auditor or formerly an auditor, you agree not to consult about companies or other organizations that you currently audit or have audited within the last three years. If you are an attorney or an auditor in current practice, you represent that you are duly licensed to practice in the jurisdictions in which you currently practice, and that you are in good standing as a member of the Bar or other similar professional board to which you are subject. You agree not to provide any legal or professional services to a Client during a Project for that Client.

Legal Privilege

In the event that a Client initiates a Project involving its legal counsel, it is possible that the Client may wish to assert a claim of legal privilege concerning the Project. Under these circumstances, Client’s legal counsel may ask you to enter into a separate written engagement agreement with them for your services (an “Engagement Agreement”). Any such Engagement Agreement shall prevail over any inconsistent terms in these Expert Terms with respect to your relationship and obligations to such Client with respect to the Project. Such Engagement Agreement shall not modify your obligations to Morph Ventures or third parties, under these Expert Terms or otherwise.

False or Misleading Information

You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Clients.

Expert Checklist

You represent that you have reviewed the Expert Checklist and Frequently Asked Questions pages at least once. In addition, you represent prior to each Project that you have reviewed the Expert Checklist within 2 months prior to the Project.

REPORTING PROJECT CONCERNS

IF YOU BECOME CONCERNED WITH THE NATURE OF ANY INQUIRY OR PROJECT BY A CLIENT, A CLIENT ATTEMPTS TO INFLUENCE YOUR DECISIONS (E.G., WHAT DEVICES OR SERVICES TO USE) IN ANY WAY, OR A CLIENT IS MARKETING PRODUCTS OR SERVICES TO YOU RATHER THAN CONDUCTING RESEARCH, YOU MUST DISCONTINUE YOUR PARTICIPATION AND NOTIFY MORPH VENTURES IMMEDIATELY BY EMAILING compliance@expertDB.com. To encourage you to err on the side of caution during your participation in the Site as an Expert, in the event you discontinue a Project in order to comply with these Expert Terms and promptly notify Morph Ventures as described above, you may not submit time to the Submission Logs other than time actually worked on a Client Project to date. You agree to cooperate fully in any Morph Ventures inquiry concerning actual, alleged, or potential violations of these Expert Terms or any applicable law.

EXPERT INFORMATION

You agree to provide Morph Ventures with accurate and complete biographical information (“Profile”), including your current job status and at least two years of employment history, and to promptly update that information as it changes. Morph Ventures may verify information provided by, or about, you. Morph Ventures or its Clients may ask you for other information about yourself, including your ability, availability, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information on the Site’s Expert Profile and any photographs or images you choose to add to your profile, are your “Expert Information.” While Morph Ventures may revise Expert Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Expert Information and ensuring its accuracy. You agree not to accept any Project or consult with any Client unless your Expert Information is accurate, complete, and current. You may not put an Expert Network company as your current employer. You understand that Morph Ventures, Clients, and Morph Ventures’ third party partners are entitled to rely on your Expert Information.

ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS

As an Expert, you and only you decide what Projects and Platform Activities you will undertake. You are under no obligation to Morph Ventures to accept particular Projects and there is no minimum time commitment, unless otherwise agreed in writing. Membership in the Site as an Expert is non-exclusive, and you are free to perform services independent of the Site for any person or business, including any of Morph Ventures’ competitors; provided, however, that you shall not violate these Expert Terms. Morph Ventures makes no representation regarding the frequency, quantity, or type of invitations to Projects or Platform Activities you will receive or in which you will be chosen to participate.

COMPENSATION AND DELEGATION OF PROJECTS OR PLATFORM ACTIVITIES

The payment terms for Experts are set forth in detail in the Terms of Use. Morph Ventures does not introduce Clients to Experts and does not help Experts secure Engagements. Morph Ventures merely makes the Site Services available to enable Experts to do so themselves. Therefore, Morph Ventures does not charge a fee when an Expert finds a suitable Client or finds an Engagement. However, Client and an Expert are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in the Terms of Use. When a Client pays an Expert, or when funds related to an Engagement are otherwise released to an Expert as required by the applicable Payment Instructions, Stripe will credit Morph Ventures who will hold the payment and then payout the amount to the Expert at the end of the month, less a 10% commission fee that Morph Ventures earns (the “Service Fee”) for creating, hosting, maintaining, and providing the Site and Site Services.

Unless otherwise agreed in writing or stated in any Hire Offer, Clients are expected to pay your agreed rate only for the time you spend interacting with Clients on Projects. A Client will not pay you for preparation time, wait time, or time set aside if a Project with the Client does not occur. You may not assign Projects or Platform Activities or delegate any portion of your work to others (including without limitation to any other employees of your firm) except in cases of a Delegee as referenced in Section 20.2 of the Terms of Use. All interactions must be set up through the Site or its systems. If a Client contacts you without having arranged the Project through the Site, and you consult with the Client, you are not eligible for payment from Morph Ventures, even if the call is a follow-up to a recent Project that was arranged through Morph Ventures. Clients are not authorized to expand the scope of a Project once hiring of an Expert for that Project is completed and accepted, unless they add hours to the Project through the Site while the Project is ongoing and before it closes.

Morph Ventures is not responsible for any non-payment by the Client for hours you logged as an Expert on the Site. Morph Ventures is not responsible for any non-payment of expense reimbursements by the Client. Furthermore, Morph Ventures shall not be liable for any continued non-payment of dues by the Client. Morph Ventures shall solely be a facilitator in the manner set forth in the Terms of Use. Neither the Client nor Morph Ventures is responsible for payment for any time spent by you on hours not logged in the Site’s Submission Log, or for any time spent before being hired by the Client, whether for pre-vetting of your expertise or interview by the Client. You will not accept any compensation other than that paid out through Morph Ventures for your Projects or Platform Activities performed for Clients other than expense reimbursements which should be submitted directly to the Client off Site.

REVIEWS AND RATINGS

After an Expert completes a Project, we ask the Client to rate and review the quality of their experience with regard to the Project and the services the Expert performed (“Ratings and Reviews”). These ratings and reviews are accessible by any Client with access to your profile through the Site. You agree that if you receive a negative review and/or rating from a Client, neither Morph Ventures nor the Client are liable for any loss, cost, expense, claim or damage, of any nature, from such review or rating. If your ratings go below 3 stars on average, Morph Venture reserves the right to deactivate your Expert Profile and your ability to be an Expert on the Site. You release Morph Ventures, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Expert Information and/or Ratings and Reviews.

MORPH VENTURES IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE IN RELATION TO THESE EXPERT TERMS, INCLUDING BUT NOT LIMITED, FROM THE CLIENT’S RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF YOUR EXPERT PROFILE RATINGS, REVIEWS (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.

ANTI-CORRUPTION LAW COMPLIANCE

You acknowledge that you are aware of and fully understand all applicable laws and regulations. Therefore when performing work on behalf of Morph Ventures or its Clients you shall not offer, promise, or pay any money, gift, or any other thing of value to any person: for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office; for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or to improperly induce such person to provide you with information.

NON-SOLICITATION OF CLIENTS

As a condition to participation in the Site as an Expert, for Clients to whom you are first introduced to through Morph Ventures, for a period of one year from the most recent Project completion with or introduction to such Client, you agree not to knowingly solicit projects from or propose or agree to any kind of consulting, advisory (including directorships), or employment or other service arrangement with such Client, either directly or indirectly, without the written permission of Morph Ventures. This provision does not prohibit you from being retained by a Client to provide legal advice. During, and for a period of one year after the termination of, your relationship with Morph Ventures, you also agree not to knowingly solicit for employment any employee of Morph Ventures or any Clients to whom you were first introduced due to your Expert status.

EXPERT WITNESS ENGAGEMENTS

If a Client decides to retain you as an expert witness in a Project, the Client may choose to enter into a separate written retention agreement with you for expert witness services (a “Retention Agreement”), and such Retention Agreement shall prevail over any inconsistent terms in these Expert Terms with respect to the relationship between you and the firm Client and your obligations to such Client and its client in connection with the expert witness Project. Such Retention Agreement does not modify your obligations to Morph Ventures under these Expert Terms or otherwise.

EXPERT CONTENT

You represent that any information and materials, regardless of format, that you submit, upload to a Morph Ventures website, or otherwise provide to a Client or to Morph Ventures (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content in order for such Content to be transferred and/or licensed in accordance with these Expert Terms. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Expert Terms. Content Created For Client(s); Client Compliance: If a Client selects you for a Project, Content you create in connection with that Project (“Project Content”) is solely owned by the Client (e.g., as a “work for hire”) and may be used by such Client for any purpose permitted under that Client’s agreement with Morph Ventures, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by Morph Ventures and the Client, and you hereby assign to the Client all right, title and interest in and to Project Content. Content you create independently of, or prior to, any Project (“Retained Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license, with rights to sublicense through multiple levels of sublicensees, to use, copy, modify, make derivative works of, perform, publicly display, distribute (in any form or medium, whether now known or later developed) and otherwise exploit any Retained Content included in any Project Content (and authorize Morph Ventures to facilitate Client’s retention and use of any Retained Content).

Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in or appurtenant to such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client. You further agree and acknowledge that Morph Ventures’ Clients may elect to record or transcribe your consultations or other interactions with them, and that any such recordings or transcriptions are owned by Morph Ventures’ Clients and may be used by such Client for any purpose permitted under that Client's agreement with Morph Ventures. As part of their compliance protocols, some Clients may have a professional (in addition to the Client user(s) you will speak with) chaperoning phone consultations and their presence may be announced or unannounced (i.e., you will not be notified) and may be active participants or silent on the phone consultations. By signing these Expert Terms you consent to consultations being chaperoned and recorded at Morph Ventures Clients’ election. Other Content Syndicated Content: You retain ownership to Content that you submit for sale or license to Clients other than in connection with a Project (“Syndicated Content”); however, you provide Morph Ventures a limited license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with Morph Ventures’ automated search and suggestion systems. Morph Ventures Publications: Content that you submit for publication by Morph Ventures (“Publications”), other than Syndicated Content, shall be owned by Morph Ventures and you shall retain no license to use such Content unless otherwise provided by Morph Ventures in the terms of such Publication. Recordings/Transcriptions: Morph Ventures may invite you to participate in a Project for which your image, likeness, animation and/or voice may be recorded and/or transcribed in any media (“Recordings”) by Morph Ventures or its agents, such as at a live meeting, webcast, conference call, conference, interview, or other event. You agree, notwithstanding anything else in these Expert Terms, that Morph Ventures (or if applicable, the Client who records their Projects as facilitated by Morph Ventures) owns such Recordings and has the exclusive right to attribute such Recordings to you and to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Recordings, in whole or in part, in original form or as edited or modified by Morph Ventures or such Client, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing. Content License: For all Content other than Project Content, Retained Content, Syndicated Content, and Recordings, you grant Morph Ventures a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by Morph Ventures, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing. Content Release & Indemnification: You additionally release Morph Ventures, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless Morph Ventures and its Clients from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right, including any related liabilities, costs and expenses.

PRIVACY POLICY

You agree and acknowledge that Morph Ventures may collect, retain, and verify information about you, including but not limited to your Expert Information, (“your information”), and contact you by email, telephone, SMS, or otherwise, to process and administer details of your membership in the Site as an Expert, to provide you with opportunities to participate in Projects or other Platform Activity, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about Morph Ventures’ business. If you terminate your participation in the Site as an Expert, Morph Ventures will use reasonable efforts to cease email and telephone contact with you but may retain your Expert Information. You agree that Morph Ventures (and third parties acting on behalf of, or within the scope of providing services to, Morph Ventures) may also use and analyze your information to administer, support, improve, market, promote, and develop the business of Morph Ventures, its affiliates, and their respective business partners at any time.

You agree that Morph Ventures may disclose your information to Clients and non-Client third parties for the purpose of promoting Morph Ventures’ business, including without limitation by displaying such information on Morph Ventures' websites, Morph Ventures’ third party partner websites, print media, and other materials (collectively, “Marketing Materials”). You may opt-out of this promotional use by contacting Morph Ventures at support@expertDB.com. If you opt out of this promotional use or terminate your participation in the Site as an Expert, Morph Ventures will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information. Notwithstanding the foregoing, any such opt out will not apply to your submissions of Syndicated Content or Publications, or participation in Morph Ventures events. You agree that Morph Ventures may disclose your information and your participation in the Site as an Expert to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of verifying Expert Information and/or confirming any consents or approvals you may need to participate in the Site as an Expert or in specific Project(s). You agree that Morph Ventures may disclose your information in response to legal process, to protect Morph Ventures’ or a Client’s rights, as otherwise required by law, or for the prevention or detection of a crime or fraudulent conduct.

If Morph Ventures sells all or part of its company or enters into a partnership with another business entity, you agree that Morph Ventures may disclose your information to its new business partners or owners who may then provide you with information about their products and services. You agree that Morph Ventures may share your information with third parties to further the businesses of Morph Ventures, its affiliates, and their respective business partners provided that each has agreed not to use such information to sell or market products or services to you without your prior consent. Morph Ventures will not sell your information to third-party marketers or similar organizations. Whenever we share your information, we will always give due consideration to ensure that any disclosure does not cause any unwarranted prejudice to your privacy. The Clients may be required, by law or their own compliance policies, to disclose certain details of your consulting, including your name and the amount you were paid (“Required Client Disclosures”). You authorize Morph Ventures to make Required Client Disclosures on behalf of and at the direction of Clients and you agree to provide any additional information necessary to complete any Required Client Disclosures. You agree that your information will be held by Morph Ventures in Singapore and may also be held and accessed by Morph Ventures staff and third parties working for Morph Ventures, or Morph Ventures' subsidiaries and affiliates, inside and outside Singapore.

For Experts based in the United States, you agree that your information may be transferred to Morph Ventures’ Singapore offices to be used for these purposes, and it may be transferred to and shared with any of Morph Ventures' worldwide locations. You may request a full list of all subsidiaries and affiliates of Morph Ventures Pte. Ltd. You agree that Morph Ventures may, if it so chooses, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. Morph Ventures may also seek to verify the accuracy of the invoices you submit and confirm the substance of your discussions with Clients. As it conducts background checks and other verifications, you agree to cooperate with Morph Ventures and provide any necessary consents. You agree that Morph Ventures may retain your information for its business purposes if you cease to be a member of the Site as an Expert, except to the extent you reside in a jurisdiction that requires otherwise, provided that Morph Ventures will protect all such information about you in accordance with these Expert Terms.

Notwithstanding anything to the contrary, Morph Ventures may use, disclose, sell and otherwise commercialize any information or data in de-identified form.

CONFIDENTIALITY AND USE OF MORPH VENTURES AND CLIENT INFORMATION

During the course of your participation in the Site as an Expert you SHALL NOT disclose confidential information, which includes: material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or legislation; proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party; information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.); information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and information you believe may be confidential. Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.

While you are an Expert and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the Site as an Expert until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Morph Ventures for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of Clients (e.g., do not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (4) any other nonpublic or proprietary information of Morph Ventures or its Clients (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify Morph Ventures, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Morph Ventures in protecting such information to the extent possible under applicable law. Upon request by Morph Ventures or the applicable Client, you agree to return or destroy all Restricted Information in your possession. Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the Site as an Expert or in a Project prior to accepting an invitation for that Project. Some Projects or Platform Activities are collaborative, and involve working with other Experts. You owe the same duty of non-disclosure to such other Experts as you would to any Client under these Expert Terms. Additionally, if during the course of Projects or Platform Activities, you are first introduced to other Experts, you may not, directly or indirectly, solicit those Experts for projects or other engagements outside of Morph Ventures’ Site without paying the Non-Circumvention penalty in the Terms of Use.

RELIANCE BY CLIENTS

These Expert Terms are intended to benefit Clients. Clients expect that all Projects will be carried out in accordance with these Expert Terms and applicable laws and that, among other things, they will not receive any confidential information, including material non-public information, and their own Restricted Information will not be disclosed. Clients may from time to time request that you confirm any part of these Expert Terms, and any additional terms or compliance policies required by Clients as a condition to your participation in or payment on a Project (“Confirmations”). You agree that, to the extent you have provided any Confirmations, you shall be obligated to honor such Confirmations in addition to these Expert Terms, and that the applicable Client shall have the right to directly enforce your compliance with such Client’s Confirmations, if any. You understand that other Experts, each Client, and the person with whom you may engage in any Project or Platform Activity is an intended beneficiary of these Expert Terms and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Expert Terms, have the right to directly enforce your compliance with these Expert Terms.

PAYMENTS

You are responsible for providing your or your organization’s payment or payout details on your Morph Ventures Account page and keeping such information up-to-date. If you are employed, you must follow your employer’s policies that may relate to payment by Morph Ventures. You are wholly responsible for accurately logging hours or partial hours spent working on a Project in the Site Submission Logs every day for weekly payment cycles and entering a description of the work completed against those hours as required by the Client. You may not retroactively alter or claim hours worked once the weekly payment cycle is processed. As a condition to payment, you may be required to provide certain confirmations related to the Project for Morph Ventures and/or the Client with whom you consulted including additional identifying information. Payments will be based on the applicable rate entered by the Client in their Project Hiring Offer that is accepted by you. If you or your employer has specified that payments be remitted to your employer, you agree, so long as your relationship with your employer exists or until your employer provides otherwise in writing, that payments will be made to your employer. Payment terms for Platform Activities, to the extent applicable, will be made in accordance with the terms set forth on Morph Ventures’ websites regarding the particular Platform Activity or as otherwise agreed in writing by Morph Ventures.

In the event that a Client disputes your request for payment or the quality of your work on a Project or Platform Activity, Morph Ventures may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Morph Ventures has the sole and final authority to resolve such dispute in Morph Ventures reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project or Platform Activity to the extent Morph Ventures reasonably determines you have violated these Expert Terms or Morph Ventures compliance rules, including but not limited to providing incorrect information in your Morph Ventures Expert Profile or referring third parties in violation of law or Morph Ventures’ referral rules, and to the extent you have already received payment for Projects or Platform Activities involving such violations, Morph Ventures shall have the right to recover such payments in full. Morph Ventures may require you to provide additional information (including your Social Security number or equivalent Tax Identification number) about yourself or your employer/company as part of Morph Ventures’ security procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by through Morph Ventures’ Site, not by email.

You agree that all fees imposed on you by any banking institution to process any payment from Morph Ventures are your sole responsibility including processing and foreign transaction fees. You will receive payouts at the end of the month for any Project work from that month. This payout will be the project value minus the Morph Ventures’ Site Commission Fee of 10% as described in the Site FAQ. Non-U.S. Experts may be asked to confirm such status. This contract is with, and you shall receive your payments from, Morph Ventures Pte. Ltd., a Singapore entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Morph Ventures, in accordance with applicable law and, if applicable, you agree to provide Morph Ventures evidence of such tax payments upon Morph Ventures’ request.

AGREEMENT DETAILS

Right to Injunction/Limitation on Liability In the event that you breach, or threaten to breach, any of the obligations contained in the Terms of Use or these Expert Terms, you acknowledge that Morph Ventures’ and/or Clients’ remedies at law will be inadequate and that Client and/or Morph Ventures will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below. In no event shall Morph Ventures be liable to you or any other party for any damages resulting from or relating to your participation as an Expert, the performance of any services by you as an Expert, or the business operations of Morph Ventures, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if Morph Ventures was informed of the possibility of such damages. You are solely responsible for your actions and omissions. Morph Ventures shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

Arbitration, Class Action Waiver and Jury Trial Waiver Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to these Expert Terms, including whether the claims asserted are arbitrable, shall be exclusively and finally determined under the rules of Singapore International Arbitration Centre (SIAC Rules) in effect from time to time. The venue for all arbitrations shall be Singapore, unless otherwise agreed by the parties in writing. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of the right to seek injunctive relief in any court of competent jurisdiction as provided for in these Expert Terms. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award.

You and Morph Ventures are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration. In addition, this arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Morph Ventures agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the SIAC Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable.

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement is void or voidable.

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver portion of this Arbitration Provision is deemed to be unenforceable, you and Morph Ventures agree that this Arbitration Provision will be enforced to the fullest extent permitted by law (but in no case shall there be a class or collective action arbitration).

Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.

Governing Law These Expert Terms, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by the laws of Singapore without regard to any choice or conflict of law rules.

Severability The invalidity or unenforceability of any provision of these Expert Terms shall not for those reasons alone affect the validity or enforceability of any other provision of these Expert Terms.

Third Party Right A person who is not party to these Expert Terms has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of these Expert Terms but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.

Survival of Certain Provisions The provisions of the sections (including subsections) of these Expert Terms entitled Non-Solicitation of Clients, Expert Content, Privacy Policy, Confidentiality and use of Morph Ventures and Client Information, Reliance by Clients, and Agreement Details (and any other provisions that, by their nature, should survive) shall survive any termination or expiration of these Expert Terms.

Termination Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the Site as an Expert at any time upon notice to Morph Ventures. Morph Ventures may suspend, limit, or cancel your access to the Site at any time for any reason without notice, including because: (i) we believe you have violated these Expert Terms; (ii) we believe you have violated our rights or the rights of any third party; (iii) we are unable to verify or authenticate information you have provided to us; or (iv) we believe your actions may create liabilities for you, us or a third party.

Definitions Capitalized terms not defined in this Agreement are defined in the Terms of Use, or have the meanings given to such terms on www.expertDB.com.

In these Expert Terms, the words “including” and “include” mean “including, but not limited to.”

By signing up as an Expert on the Site, you agree to these Expert Terms, and you acknowledge that you are making express representations to Morph Ventures and Clients that you will abide by all of your obligations and responsibilities as set forth in these Expert Terms.