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. 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 & Expert Information.
(a) You consent to Synquery scheduling Engagements and communicating with you about Synquery’s business, Engagements and potential Engagement opportunities, marketing, and various other matters related to our business 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.
(b) In order to create the best matches for you and our Clients, we maintain information about you, including without limitation, your biographical information, contact details, professional background (including your current and past employment status and employer(s) and directorships held (if any)), areas of expertise, special knowledge, competencies, matches with certain clients and their projects, bank or other payment information (for the purposes of paying you for Engagements), metrics related to your willingness to serve as an expert and your performance as an expert, your location, time zone, and availability (such referred to as “Expert Information”). We may source some of the Expert Information from you, but we can also source some or all of the Expert Information from other available sources.
(c) You agree to maintain complete and accurate Expert Information. You agree that you will promptly update your Expert Information as changes occur. From time to time and before each of our Engagements with you, you should review your profile in our expert database to ensure that your Expert Information is accurate and immediately inform us if any changes should be made. Every time you accept an Engagement, you are automatically reaffirming and acknowledging to us and our applicable Client that your Expert Information is accurate and complete in all material respects, and you acknowledge that we and our Clients can rely on your Expert Information when matching you with opportunities to engage with our Clients.
(d) We will use your Expert Information in a number of ways and we may hold and process your Expert Information in accordance with the terms of this Agreement or our Privacy Policy which can be found at https://www.synquery.ai/legal/privacy-policy. We hold and process your Expert Information based on your consent, this contract, our legitimate business interests in operating our business, and in complying with applicable legal and regulatory requirements. You consent to us holding and processing your information in the United States. If you are outside of the United States, you understand that we will process and maintain your Expert Information in accordance with this Agreement and our Privacy Policy, but that the laws of the United States may not be as protective as the laws of your jurisdiction. More information about how we hold and process your Expert Information can be found in our Privacy Policy and by agreeing to these terms you agree that you have had an opportunity to review, and you agree to, the terms of our Privacy Policy. We may change the terms of our Privacy Policy at any time and possibly without notice so you are advised to check the Privacy Policy from time to time and prior to each Engagement. You understand and agree that we may not be able to identify the name or characteristics of our Clients to whom you are matched or with whom you are associated due to confidentiality restrictions we have with our Clients. You consent to the provision of your Expert Information to Clients for the purposes of determining your suitability for an Engagement. You also understand and agree that we and you may provide to Clients some or all of your Expert Information, as well as other identifying information, in the course of your performance of an Engagement and we and our Clients will have the ability to reference, use, and disclose such information in order to obtain the value of your Engagement. We may also disclose your Expert Information to outside parties, including without limitation current or former employers, to validate or confirm any approvals, consents or information you provided, or attested, to us or our Clients.
(e) You understand and agree that Synquery may conduct a variety of background checks or other similar activity, itself or through third parties, in order to confirm your identity, verify your background and professional activities and experience, and review any legal matters in which you may have been involved (including any regulatory, civil, or criminal proceedings). You consent to our provision of Expert Information to third parties to perform any such checks and for us to obtain the results of any such checks and to thereafter update your Expert Information in our database based on such results. You also acknowledge, consent and agree that (to the extent permitted by applicable law) we may share the results of such with our Clients. We and our Clients may use the results of such to determine whether we or our Clients would be willing to allow you to participate in any Engagements.
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; Processing of Personal Data. 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 (such recordings and transcriptions, each a “Recording” and collectively the “Recordings”). You consent to all Recordings of any and all sessions related to any Engagement, including those using your image or voice. You will not have any ability to access, control or modify any Recording and Synquery is not responsible for the quality of any Recording. You waive any rights you may have to inspect, review, or approve anything contained in any Recording. You also acknowledge that there may be participants in sessions who may be listening and do not announce their presence. You agree that we or our applicable Client(s) (if set forth in an “Additional Assurance” (as defined in Section 13)) owns the Recordings, that you do not retain any rights in or to the Recordings, and that, without limiting any of the foregoing, we and our Client (as the case may be) shall have the fully paid up rights to use, copy, adapt, make, have made, sell, compile, perform, display, incorporate, modify, distribute, create derivative and collective works from, and otherwise exploit the Recordings, or any part thereof. While utilizing the Recordings and undertaking its business activities, we and our Clients may process personal data forming part of, or derived from, the Recordings (including personal data relating to you), in all cases in accordance with applicable data protection laws. By agreeing to participate in an Engagement, you hereby consent to any and all such processing by each Client and/or Synquery. After receiving your written request for such, Synquery will endeavor to obtain and provide you with additional information regarding the applicable Client’s personal data processing activities and their privacy policy, which may be anonymized or summarized to maintain confidentiality of such Client.
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. 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 any rights conveyed under this Agreement, the Deliverables, Pre-Existing Materials (to the extent needed to exercise any rights in the Deliverables conveyed to Synquery), or 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 any 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 about 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 uploading it 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, even if you are an investment professional, lawyer, doctor, or accountant; (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 abide by Synquery’s Code of Conduct (which may be found here: https://www.synquery.ai/legal/code-of-conduct) and the terms of Synquery’s Expert Network AI Usage Policy (which may be found here: www.synquery.ai/legal/ai-usage-policy) incorporated as an Exhibit to this Agreement. The terms of both Synquery’s Code of Conduct and Synquery’s Expert Network AI Usage Policy are hereby incorporated into this Agreement by this reference. 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 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;
if you are an auditor or former auditor, and the Engagement involves an organization that you or your employer audit or previously audited within the last three (3) years;
if you are a medical professional, and the Engagement could result in your disclosure or discussion of clinical trial results, patient experience information, or other nonpublic information regarding nonpublic trials.
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. Without limiting the generality of the foregoing or the terms of Section 6.2, you agree that you will not disclose any trade secret or confidential or proprietary information about your employer or any company for whom you serve as an officer or director. 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, that no condition exists that would prevent you from undertaking that Engagement, and that all of the representations and warranties contained in Section 11.2 are true, correct, and complete in all respects as of the date of accepting the 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, Clients’ clients’ identities, the nature of, and any information related to, an Engagement, compensation rates, and Synquery’s, its Clients’, and its Clients’ clients’ 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 you receive through us in accordance with our Privacy Policy, any additional instructions we may provide, and applicable data protection laws (e.g., GDPR/UK GDPR/CCPA to the extent applicable), and use it only for the Services. You will 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. If you provide a third party’s personal data to us or to a Client, you will only do so if (a) the person has consented to such; and (b) prior to providing such consent, you ensured that such person had an opportunity to review the terms of our Privacy Policy and any additional information that would be relevant to them in making an informed decision about consenting to such use.
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 in Section 3.3, the Recordings, 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 been 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; (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; (i) you are not, nor have been, an employee of an entity that is: (1) wholly or partially owned by a Russian entity, or (2) any state-owned enterprise of the People’s Republic of China; and (j) you do not reside in, nor will you provide any Services from, the Russian Federation, China, Hong Kong, Macau, or Taiwan. 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 2.3(c), 3.2, 3.3, 3.4, 3.5 or 5 through 8, 10, 11.1, 11.2, or 13; (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 employee benefits 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 (a “Claim”), 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 3.2, 3.3, 3.4, 3.5, OR 5 THROUGH 8, 10, 11.1, 11.2, OR 13, 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; Third-Party Beneficiaries
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 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 and agree to execute any additional consents, acknowledgements or reasonable agreements related thereto.
Our Clients are relying on the promises you have made in this Agreement, including without limitation the promises you have made in the Code of Conduct and those related to confidentiality and your compliance with applicable laws, rules, regulations and the terms of this Agreement. On a Client-by-Client basis or an Engagement-by-Engagement basis, we or certain Clients may ask you to agree to additional terms and conditions or provide additional assurances to us or to our Client (the “Additional Assurances”). You agree that you are bound by those terms of the Additional Assurances and you will abide by those Additional Assurances. As Clients are relying on the promises you made in this Agreement and the Additional Assurances, you agree that our Clients are intended third-party beneficiaries of the terms of the Additional Assurances and the terms of this Agreement that relate to compliance, confidentiality, and intellectual property rights. As intended third-party beneficiaries of such provisions they will have the right to directly enforce the terms of those provisions of the Agreement and the Additional Assurances against you.
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 Additional Assurances, is the entire agreement and supersedes prior proposals and understandings regarding the Services. In case of conflict, an Additional Assurance controls for that Engagement so long as such is specifically stated to control in the case of conflict. In all other cases (including without limitation any conflict with Synquery’s Code of Conduct, Synquery’s Expert Network AI Usage Policy, and Synquery’s Privacy Policy), 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.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and via electronic signatures or click-through acceptance, each deemed an original and together one instrument.
By selecting your acceptance to these terms below and/or by clicking on “Accept”, or “Validate” or other similar button, you are electronically signing and agreeing to the terms of this Agreement. These actions constitute your electronic and valid signature. If you do not accept the terms of this Agreement, you may not accept any proposed Engagement. If you do not accept the terms of this Agreement, please do not select your acceptance, nor click on any button stating “Accept”, “Validate” or any other similar language and please immediately contact support@synquery.ai to let Synquery know that you do not accept these terms.
Exhibit A
AI Usage Policy
1. Purpose and Scope
This Policy establishes Synquery, Inc.’s (“Synquery”, “us”, “we”, or “our”) standards governing the use of artificial intelligence (AI) tools by experts ("Expert", "you" or “your”) participating in our expert network ("Network") when answering client inquiries (collectively, "Engagements").
2. Prohibition on AI-Assisted Responses. Experts are strictly prohibited from using any generative AI tools to provide answers during any Engagement’s interviews or surveys. Experts may not use any generative AI tool to:
-generate, or formulate answers, opinions, or analysis during an interview or survey response; or
- bolster their qualifications or fitness for any Engagement.
3. Monitoring, Review, and Oversight
3.1 Right to Review. You acknowledge and agree that we reserve the right to review, monitor, and inspect your responses and related communications for compliance with this Policy. Such review may be conducted using any combination of the following means:
Human review: Our personnel or our clients may review your responses, conduct quality assessments, or interview you or other experts regarding the basis for your answers.
AI-assisted review: We may employ AI-powered tools or analytical software to evaluate your responses for indicators of AI-generated content.
Technical and forensic methods: We may use other technical, computational, or forensic methods to assess the authenticity and origin of your responses.
3.2 Your Consent to Review. By participating in the Network and accepting any Engagement, you expressly consent to the monitoring, review, and inspection described in Section 3.1, without limitation as to any method employed. You further acknowledge that such oversight is a material condition of your participation in the Network.
3.3 Cooperation. You shall fully and truthfully cooperate with any review or investigation conducted pursuant to this Policy, including by providing information or clarification regarding the basis for your responses upon reasonable request.
4. Sharing Review Results with Clients. You acknowledge and expressly consent to us sharing the results of any review, monitoring, or inspection of your responses (including any findings regarding potential or confirmed violations of this Policy) with our client involved in the relevant Engagement. Such disclosure may include, but is not limited to, the findings of any human, AI-assisted, or technical review, as well as any determinations made regarding your responses. You agree that, as between us, we shall have sole discretion in determining the scope and manner of any such disclosure.
5. Consequences of Violation
5.1 Remedies. Any confirmed, or reasonably suspected, violation of this Policy constitutes a violation of your Synquery Expert Agreement. A violation, or reasonably suspected violation, of this Policy may result in one or more of the following consequences:
Withholding or denial of fees: We may, in our sole discretion, withhold, deny, or seek recovery of any fees or compensation payable to you in connection with any Engagement in which you are found, or are reasonably suspected, to have violated this Policy;
Suspension: You may be suspended from the Network pending the outcome of any review or investigation; and
Removal from the Network: You may be removed from the Network, with no entitlement to future Engagements or compensation.
5.2 No Limitation of Remedies. The remedies set forth in Section 5.1 are not exhaustive. We reserve the right to pursue any additional remedies available under equity and applicable law, including claims for damages arising from a breach of this Policy.
5.3 Good Faith Determinations. Determinations regarding suspected violations will be made in in our, or our client’s, sole discretion but will be made in good faith, taking into account all reasonably available information. You acknowledge, however, that the nature of AI detection may involve probabilistic assessments and that a determination of suspected use need not be based on conclusive proof to trigger the remedies set forth in this Policy.
6. Client Reliance. This Policy is intended to be relied upon by our clients. Clients engage Experts through our Network with the expectation and assurance that Expert responses reflect authentic human expertise. This Policy may be incorporated into or referenced in our agreements with our clients, and our clients are entitled to rely on its terms. Clients shall have the right to enforce the terms of this Policy directly against you. This includes the right to raise complaints, request reviews, and seek appropriate remedies in the event of a suspected or confirmed violation of this Policy.
7. Policy Updates
We reserve the right to amend or update this Policy at any time. You will be notified of material changes, and continued participation in the Network following such notification shall constitute acceptance of the revised Policy.
8. Acknowledgment and Agreement. By registering with or continuing to participate in the Network, or by accepting any Engagement, you:
a. Confirm you have read and understood this Policy in its entirety;
b. Agree to comply with all requirements set forth herein;
c. Consent to the monitoring, review, and inspection of their responses as described in this Policy;
d. Consent to the disclosure of review results to our clients as described in this Policy and your Expert Terms; and
e. Acknowledge that compliance with this Policy is a material condition of participation in the Network and of entitlement to compensation for Engagements and agree that your violation of this Policy also constitutes a violation of your Synquery Expert Agreement.