Terms & Conditions
Synquery Expert Agreement
1. Parties and Effective Date
Synquery, Inc. appreciates your interest in becoming an expert advisor through our network. This Agreement sets out the terms by which you agree to provide your expertise through the Synquery platform and how you will be compensated for such service. In this Agreement, Synquery, Inc. may be referred to as “Synquery”, “we”, “us”, or “our” and you may be referred to as “Expert”, “you”, or “your”. Each of us may also be referred to as a “Party” and collectively as the “Parties”. You and Synquery agree to be bound by this Agreement and this Agreement supersedes any prior agreement between the two of us.
2. Services & Nature of Engagement
2.1 Services. Synquery’s clients work across industries, including among others, consulting, institutional asset management, banking, mergers and acquisitions, and research. Synquery’s clients (each a “Client” and collectively, the “Clients”) engage Synquery to provide specific insights and learning. To support these Client engagements, Synquery uses relationships with people such as you who have expertise in a certain area(s). You may, from time to time, provide short-form advisory services arranged by Synquery (each, an “Engagement”), including interviews facilitated through Synquery’s technology (the “Platform”), telephone consultations, surveys, moderated panels, or preparation of written materials (collectively, the “Services”).
2.2 Independent Contractor. You will perform all Services as an independent contractor. Nothing in this Agreement creates an employment, partnership, franchise, agency, or joint venture relationship between Synquery and you. In addition, nothing in this Agreement creates any employment relationship, contractor relationship, partnership, franchise, agency or joint venture relationship between you and any Client. You are solely responsible for all taxes, withholdings, and required filings related to fees paid to you. You agree you will not make any claim for employment benefits from Synquery nor any Client. You are entering into this Agreement as an individual and not as an agent for, or a representative of, any other person, group, company or other entity.
2.3 Communication. Synquery may schedule Engagements and communicate with you via email, phone, text message, or other electronic means. Synquery may send texts to the mobile number you provide and maintain in your profile. These texts will help you and Synquery schedule calls or meetings and provide occasional informational updates, such as appointment reminders, notifications or alerts relating to Synquery, your use of the Platform or Services, or information about an Engagement or potential Engagement. Synquery will not text you for marketing purposes. You consent to receive automated Synquery-related messages (e.g., scheduling requests, appointment reminders, etc.) from Synquery directly or through its third-party provider(s). Message & data rates may apply. Our message frequency may vary, and you can unsubscribe at any time by replying STOP or clicking an unsubscribe link (where available). Your consent to texting is not a precondition to participation in Synquery’s expert network.
2.4 Non-Exclusivity. Nothing in this Agreement restricts you from performing services for others, so long as you do not use any intellectual property conveyed to Synquery under this Agreement, and comply with the terms of Section 6 (Compliance & Conflicts), Section 7 (Confidentiality), and Section 10 (Non-Solicitation & Non-Circumvention).
3. Scheduling, Recording, Deliverables, & Synquery’s Platform.
3.1 Scheduling. Synquery will coordinate the date, time, duration, and permissible topics for each Engagement. You will not communicate with any Client directly except as arranged by Synquery.
3.2 Recording/Transcription. Unless expressly authorized in writing by Synquery prior to the Engagement, you may not record or transcribe any Engagement. Synquery or the Client may record or transcribe any and all sessions related to an Engagement, including sessions taking place through audio/video conferencing providers such as Zoom or through Synquery’s Platform. You consent to the recording and transcription of any and all sessions related to any Engagement. You will not have any ability to access, control or modify any recording or transcription and Synquery is not responsible for the quality of any recording or transcription. You waive any rights you may have to inspect, review, or approve anything contained in any transcript or recording. You also acknowledge that there may be participants in sessions who may be listening and do not announce their presence.
3.3 Deliverables & Ownership. Your engagement under this Agreement is that of an independent contactor and all your Services, including any recordings thereof, are considered works made for hire. All recordings and transcriptions of any of your Services and any materials you prepare for an Engagement are works made for hire and are referred to as “Deliverables”. You hereby assign to Synquery all right, title, and interest throughout the world in and to any and all inventions, discoveries, works of authorship, concepts, designs, ideas, know-how, developments, improvements, and trade secrets, whether or not patentable, copyrightable, or otherwise legally protectable, which you solely or jointly conceive, develop, author, discover or reduce to practice, or cause to be conceived, developed, authored, discovered or reduced to practice during the term of this Agreement and in connection with the Services, including without limitation the Deliverables, but excluding your pre-existing know-how and general skills (“Pre-Existing Materials”) which remain with you. To the extent that your Pre-Existing Materials are needed to exercise any rights conveyed to Synquery, you grant Synquery a perpetual, worldwide, royalty-free, transferrable, fully-paid, and sublicensable license to use, copy, adapt, make, have made, sell, compile, perform, display, incorporate, modify, distribute, create derivative and collective works from, and otherwise exploit the Pre-Existing Works for Synquery’s or its Clients’ business purposes. You acknowledge that Synquery may use the recordings and transcripts described in Section 3.2, along with any other rights conveyed under this Agreement, the Deliverables or Pre-Existing Materials and feedback related to your Services to train large language or other artificial intelligence models, and/or otherwise improve the performance of Synquery’s Platform and all ownership and intellectual property rights arising therefrom will exclusively belong to Synquery. You hereby waive any moral rights in and to any works created during the term of this Agreement and in connection with the Services, including without limitation the Deliverables. You agree to execute any documents, affidavits, or assignments (prepared at Synquery’s request, cost and expense) which may be reasonably necessary to vest all ownership rights set forth in this Section 3.3. If, and only if, any intellectual property rights resulting from the Services are unable to be assigned or transferred to Synquery, whether as a result of applicable law or by interpretation of an adjudicative body of competent jurisdiction or otherwise, you (a) hereby grant to Synquery, a perpetual, irrevocable, worldwide, royalty-free, transferrable, fully paid-up, exclusive (even as to you) license to use, copy, adapt, make, have made, sell, compile, perform, display, incorporate, modify, distribute, create derivative and collective works from, and otherwise exploit such intellectual property rights and to grant any and all sublicenses, covenants and other rights and releases as may be determined by Synquery, in its sole and exclusive discretion, (b) shall promptly take all steps and make all payments and filings requested by Synquery to secure and maintain all applicable intellectual property rights in all jurisdictions deemed appropriate by Synquery in its sole and exclusive discretion, and (c) will cooperate with Synquery and take all necessary actions to cure any defect in the assignment or transfer and accomplish the assignment and transfer intended by this Section 3.3 to the fullest extent possible.
Nothing in this Agreement gives Synquery or any Client rights in or to any inventions or other works that you either: (i) conceived or developed prior to you entering into this Agreement (except for the license rights to Pre-Existing Materials set forth in this Section 3.3) or (ii) developed or conceived completely independent of any of your Engagements and Services.
3.4 License to Use Synquery’s Platform. Synquery hereby grants you a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use Synquery’s Platform solely for you to participate in Engagements during the term of this Agreement. All rights not specifically granted to you under this Agreement are reserved by Synquery. Access to the Platform is licensed and not sold. You will not, by virtue of this Agreement or otherwise, acquire any rights whatsoever in the Platform aside from the limited licenses granted herein, and you hereby expressly disclaim any other rights therein. Synquery will have and retain all right, title, and interest in and to the Platform, and all intellectual property comprising the Platform, as well as any modifications or enhancements made thereto. You agree that Clients, Synquery and Synquery’s technology may provide feedback about your Services and Synquery may use feedback to assign and/or publish performance ratings for you and to improve the Platform. You agree that Synquery is not responsible for monitoring, influencing, contributing to, or censoring any content posted by others on its Platform, including feedback; provided, however, that Synquery reserves the right to remove, in its sole discretion, any published content, including feedback, that violates the terms and conditions of this Agreement, another’s rights, or that may negatively impact Synquery.
3.5 Restrictions on Use. You agree you will not: (a) sell or lease any or all of the Platform; (b) provide, transmit, disclose, divulge, or make available to, or permit use of the Platform by, any third party or entity or machine, including any automated system; (c) use the Platform in a service bureau, out-sourcing or other similar arrangement; (d) use, or make the Platform available for use, or otherwise utilize any or all of the Platform in any manner that is not explicitly authorized in this Agreement; or (e) attempt to penetrate or ascertain the security of the Platform without Synquery’s prior written consent. You will be responsible for any misuse or security incidents using the user credentials issued to you. If you become aware of any such misuse or incidents, you will promptly notify Synquery and, where reasonably possible, consult with Synquery before taking any action. You will make reasonable efforts to scan all data prior to upload to the Platform to prevent the transmission to Synquery or its Clients of any viruses, Trojan horses, or other malicious code.
4. Fees, Expenses & Payment
4.1 Fees. For each Engagement completed, Synquery shall pay you fees at the rate you have established through the Synquery platform immediately prior to your acceptance of the Engagement. Fees will be calculated for each minute that you are receiving or answering questions through the Platform. You will not be paid for any time scheduling, preparing for, or following up on any Engagement.
4.2 Payment. Unless subject to a good-faith dispute, Synquery will remit payment for Services within 30 days of the end of each month in which you provided such Services. You must properly provide your payment details in Synquery’s payment portal, which may be operated by a third-party, and all necessary information must be received before you can receive any payment for your Services. We may engage, and you consent to our transmission of your payment information and other personally identifying information to third-party payment processors or providers.
4.3 Expenses. It is unlikely that you will need to incur any travel or other out-of-pocket expenses for any Engagement. If such is necessary, it must be pre-approved in writing by Synquery and Synquery will then reimburse you for any pre-approved, reasonable out-of-pocket expenses supported by receipts.
5. No Advice; Information-Only
You understand that Engagements are intended for general informational and educational purposes only. You will not provide (i) investment, legal, medical, tax, or accounting advice; (ii) recommendations to buy/sell any security or product; or (iii) valuation opinions intended to be relied upon. Clients must make their own decisions and take actions based on their own decisions and you are not to suggest decisions or actions they should make, take, or omit from making or taking.
6. Compliance & Conflicts
6.1 Professional Behavior. You agree to always act professionally, respectfully, and lawfully while performing the Services or using the Platform. You agree to accurately represent your background and experience and not misstate your qualifications or current or previous employment or experience. You will not disclose any confidential, proprietary, or trade-secret information. You will not accept any Engagement:
· if such Engagement would cause you to breach any obligation or duty you have to another party, including without limitation, any duty or obligation you have to current or prior employers by operation of law or through the terms of a non-compete, non-solicitation, non-disclosure, or current or prior employment agreement, employment policy, code of ethics, or handbook. You are responsible for reviewing all such agreements and documents prior to undertaking any Engagement and you agree that you will refrain from accepting any Engagement that could violate any of your agreements or any duty you may have to another party.
· if the subject matter of the Engagement is a company for which you currently serve as an employee, officer, director, board member, or other similar position;
· if the subject matter of the Engagement is a direct competitor of a company for which you are a current employee, officer, director, board member, or other similar position
· if the subject matter of the Engagement is a company for which you previously worked in a finance, accounting or similar capacity and it has been less than 6 months since your service to that company has ended;
· if you are an employee of a company that: (1) is the current target or current bidder in a tender offer, or (2) has filed to issue an IPO but such IPO has yet to issue;
· if you are a government employee and are prohibited from serving in outside work or outside consulting;
· if you are a government employee and are permitted to work outside of your normal government position and an Engagement involves matters in areas regulated by the government agency or department for which you work;
· related to any legislation, regulation, or policy for which you are in a position to influence, vote upon, or provide guidance/recommendations;
· if you are a government employee and you have authority or oversight on any spending decisions;
· that would otherwise pose a conflict of interest;
· that would cause you to violate, or contribute to violating, any law, rule or regulation, including without limitation, any anti-bribery, anti-corruption, or trade compliance laws;
· that would cause you to offer or accept improper payments or gifts;
· if you are a lawyer or former lawyer, and the Engagement involves a former or current client of you or your firm; or
· if you are an auditor or former auditor, and the Engagement involves an organization that you or your employer audit or previously audited withing the last three (3) years.
6.2 No Material Non-Public Information (“MNPI”). You will not disclose MNPI as defined under applicable securities laws (including U.S. federal securities laws and regulations). If you become aware that an Engagement may elicit MNPI, you will immediately stop the discussion and immediately notify Synquery. If you happen to learn of MNPI through any Engagement or during the course of your performance of the Services, you agree to abide by all applicable laws related to such, including without limitation any and all restrictions and prohibitions against trading or investing based on such MNPI.
6.3 Specific Restricted Parties & Topics. You will comply with any restricted lists or topic limitations provided by Synquery or a Client (e.g., blackout periods, issuer restrictions, or governmental roles).
6.4 Compliance with Applicable Ethics Rules. If you are a government employee, healthcare professional, attorney, or in another sensitive or similar role, you will comply with all applicable ethics or similar codes of conduct and will participate only to the extent permitted by law and those applicable ethics rules or codes.
6.5 Duties to Employers/Third Parties. You represent that serving as an expert in general will not breach any obligation (contractual, fiduciary or otherwise) to any employer, client, or third party and that you have obtained any required consents. You will promptly disclose any potential conflicts of interest to Synquery before accepting an Engagement.
6.6 Your Right to Decline Engagements & Certification. YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY ENGAGEMENT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS OF THIS SECTION 6. YOU HAVE NO OBLIGATION TO ACCEPT OR CONTINUE ANY ENGAGEMENT AND DECLINING ANY ENGAGEMENT WILL NOT AFFECT OR IMPACT YOUR ABILITY TO BE OFFERED OTHER POTENTIAL ENGAGEMENTS. If you do accept an Engagement, you are automatically confirming and recertifying to Synquery and its applicable Client that all of the conditions and prerequisites allowing your participation in that Engagement are present or satisfied and that no condition exists that would prevent you from undertaking that Engagement.
7. Confidentiality of Synquery & Client Information
7.1 Definition. “Confidential Information” means nonpublic information disclosed by Synquery or its Clients in connection with any Engagement, including Client identities, Engagement details, compensation rates, and Synquery and Client business information, including their respective technology, products, services, internal structure, and strategies. Confidential Information excludes information that is publicly available through no fault of you or independently developed by you without reference to any Confidential Information.
7.2 Obligations. You will (i) use Confidential Information solely to perform the Services; (ii) not disclose Confidential Information to any third party, except as may be required under Section 7.4; and (iii) safeguard Confidential Information using at least a reasonable degree of care.
7.3 Return/Destruction. Upon request, you will promptly delete or return Confidential Information, except you may retain one archival copy if required by law or for bona fide compliance purposes.
7.4 Disclosure Pursuant to Legal Requirement. In the event that you are required to disclose any Confidential Information pursuant to an order, subpoena or applicable laws, you will, if permitted by the applicable order, subpoena or law, (a) promptly notify Synquery of the terms and the circumstances of any such request; (b) consult with the Synquery and cooperate with Synquery’s or its Client’s reasonable requests, to resist or narrow any such request; (c) furnish only Confidential Information that your counsel advises you is legally compelled to disclose; and (d) upon Synquery’s or its Client’s request and expense, use reasonable efforts to obtain an order or other reliable assurances that confidential treatment will be accorded the Confidential Information disclosed.
8. Data Protection
You will process personal data in accordance with applicable data protection laws (e.g., GDPR/UK GDPR/CCPA to the extent applicable), use it only for the Services, and implement reasonable technical measures to protect such data from disclosure. Where required for specific Engagements, you may be asked to enter into additional data processing terms.
9. Term; Termination
9.1 Term. This Agreement begins upon your acceptance of the terms of this Agreement and continues until terminated as provided herein.
9.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon written notice to the other Party; provided that Sections 3.3, 3.4 (except for the license grant to you which will terminate), 3.5, 4 (to the extent applicable to any payment due for Services provided prior to termination) and 5–14 survive termination.
9.3 Suspension. Synquery may suspend or cancel an Engagement or your participation immediately for non-compliance, risk concerns, or Client restrictions.
10. Non-Solicitation & Non-Circumvention
During the Term and for 12 months thereafter, you will not, directly or indirectly, solicit or accept engagements from any Client introduced through Synquery unless Synquery consents in writing. This does not restrict any of your pre-existing client relationships that you can demonstrate existed prior to introduction by Synquery.
11. Warranties; Indemnity
11.1 Mutual Warranties. Each Party represents that it has the right, power, and authority to enter into this Agreement.
11.2 Expert Representations and Warranties. You represent and warrant that: (a) the Services will be performed in a professional manner consistent with industry standards; (b) participation does not breach any of your legal, contractual, or fiduciary obligations; (c) you will comply with all applicable laws, including anti-bribery, anti-corruption, and securities laws; (d) you will comply with all the terms of this Agreement, including without limitation, those set forth in Section 6, in each Engagement; (e) the rights you conveyed to us in Section 3.3, the Deliverables, and your Services will not infringe upon or violate any third-party’s rights; (f) you have not been convicted of, plead guilty to, or currently charged with any criminal offense involving dishonesty, deception or moral turpitude; (g) you have not been subject to any order, judgment, ruling, or investigation of any governmental regulatory body such as the United States Securities Commission, the Financial Conduct Authority, or the Financial Industry Regulatory Authority; and (h) you are not on any list of individuals composed by any government prohibiting any interactions with you, such as OFAC’s list of Specially Designated Nationals and you are not a citizen of any country with whom the United States has prohibited its citizens from conducting business. You agree to notify Synquery immediately if any of these representations or warranties are no longer true.
11.3 Indemnity. You will defend, indemnify and hold harmless Synquery, its affiliates, investors, officers, directors, employees, and Clients from third-party claims arising from or related to: (1) your breach of Sections 3.3, 3.4, 3.5 or 5 through 8, 10, 11.1, or 11.2; (2) your violation of, or any claim that the Deliverables or a Pre-Existing Work violates, a third party’s intellectual property or moral rights; or (3) your willful misconduct or gross negligence. You will also indemnify and hold Synquery, its affiliates, investors, officers, directors, employees, and Clients harmless from and against any claim that you are an employee of, or are owed any benefits of an employee from, Synquery, its affiliates, investors, officers, directors, employees, or Clients. Synquery will defend, indemnify and hold you harmless from any third-party claim arising from or related to: (a) Synquery’s Platform itself violating a third party’s intellectual property or moral rights, (b) Synquery’s breach of Section 11.1, or (c) Synquery’s gross negligence or willful misconduct.
11.4 Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under Section 11.3 will promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification, and the Indemnitor will have sole control of the defense and/or settlement thereof; provided that: (a) the Indemnitee will have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim and may assume the defense and/or settlement if it, in its reasonable opinion, does not believe that the Indemnitor can adequately provide a defense; and (b) the Indemnitor may only settle a claim, complaint, suit, proceeding or cause of action if: (1) it obtains the consent of the Indemnitee, or (2) the settlement thereof does not require the Indemnitee, and in the case that Synquery is the Indemnitee, the Indemnitee and any impacted Client to: (a) pay any money; or (b) take or refrain from taking any action, including without limitation using or ceasing to use any intellectual property. The indemnification obligations of the Parties under Section 11.3 will not apply to amounts paid in settlement of any Claim if such settlement is affected without the consent of the Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, will relieve such Indemnitor of liability to the Indemnitee under Section 11.3 to the extent prejudiced thereby, but the omission to deliver such written notice to the Indemnitor will not relieve the Indemnitor of any liability to any Indemnitee other than under Section 11.3. The Indemnitee will provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.
12. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR PAYMENT OBLIGATIONS, BREACHES OF SECTIONS 3.3, 3.4, 3.5, OR 5 THROUGH 8, 10, 11.1, OR 11.2, OR A PARTY’S INDEMNITY OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY SYNQUERY TO YOU FOR THE ENGAGEMENT GIVING RISE TO THE CLAIM, OR (B) US $1,000.
13. Compliance Cooperation
You will (i) maintain reasonable records of Engagements for compliance purposes; (ii) promptly respond to reasonable compliance inquiries from Synquery; and (iii) notify Synquery immediately of any suspected breach of this Agreement or applicable law relating to an Engagement. You agree keep Synquery’s Platform up to date with your current and future personal information and experience. Synquery may process your personal information and will do so in accordance with its Privacy Policy which can be found here: https://www.synquery.ai/legal/privacy-policy. You understand that some Clients may need to disclose your name and the amount you were paid to third parties and you consent to such required disclosures and will reasonably cooperate with the provision of any additional information that a Client may be required to disclose.
14. Miscellaneous
14.1 Notices. Notices will be in writing and deemed given upon email transmission if to you, to the email address on record with Synquery and if to Synquery to support@synquery.ai or upon delivery by a nationally or internationally recognized overnight courier to the address Synquery has on record for you or if to Synquery to 1131 4th Ave S, Suite 230, Nashville, TN 37210, or such other address that Synquery may provide to you for notices.
14.2 Assignment. You may not assign this Agreement or any obligation hereunder without Synquery’s written consent. Synquery may assign this Agreement in whole or in part without your prior consent.
14.3 Governing Law; Dispute Resolution. This Agreement is governed by the laws of New York, without regard to conflicts principles. Any dispute, except for those seeking equitable relief or those related to indemnification under this Agreement, will be resolved by confidential arbitration under the JAMS/AAA rules in Nashville, Tennessee, and judgment may be entered on the award. For any claims involving equitable relief or related to indemnification obligations or if the arbitration election of this Section 14.3 is not considered valid, each Party waives trial by jury and consents to the jurisdiction of state or federal courts having jurisdiction over Nashville, Tennessee.
14.4 Entire Agreement; Order of Precedence. This Agreement, together with any Engagement-specific confirmation, is the entire agreement and supersedes prior proposals and understandings regarding the Services. In case of conflict, an Engagement-specific confirmation controls for that Engagement so long as such is specifically stated to control in the case of conflict. In all other cases, the terms of this Agreement will control any conflict.
14.5 Amendments; Waivers. Any amendment must be in writing and signed or agreed in writing which may be done through Synquery’s portal or other electronic means. Waivers must be in writing and will not be implied by conduct.
14.6 Severability. If any provision is held invalid, the remainder will remain in effect, and the invalid provision will be replaced with an enforceable provision that most closely reflects the Parties’ intent.
If you do not accept the terms of this Agreement, you may not accept any proposed Engagement. If you do not accept these terms please do not do anything to acknowledge acceptance such as clicking on “Accept” or other similar button and please immediately contact support@synquery.ai to let Synquery know that you do not accept these terms.