TERMS AND CONDITIONS

These Terms and Conditions (“T&Cs”) were last updated on 14 Jan 2020. These T&Cs supersede all prior versions of the T&Cs previously in effect between Nodescorp Pte. Ltd. and/or its subsidiaries and affiliates (collectively, “Nodes”) and you.

INTRODUCTION

Nodes is engaged in the business of providing access to industry-based experts having specialist knowledge and experience in their area of work (“Experts”) through the Nodes Expert Network (“NEN”) to both individuals, organizations and companies (“Clients”, or if referring to a singular client, “Client”) who are desirous of benefitting from their insights, knowledge, experience, guidance and expertise.

This can come in the form of certain engagements, which may comprise calls, meetings, strategic projects, research, workshops, on-demand talents, surveys or any other form of engagements between experts, individuals with subject matter knowledge on topics of relevance (“Engagements”). The Expert agrees to join the NEN upon the acceptance and signing of these T&Cs.

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1. GENERAL POLICIES

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1.1 By signing these T&Cs, you acknowledge and agree that you are making express representations to Nodes and any Client that you will abide by all of your obligations and responsibilities as set forth herein.

1.2 You confirm that you are not prohibited or restricted in any way from joining the NEN by any contractual or fiduciary obligations (this includes, without limitation, employment, consulting, confidentiality or non-disclosure agreements and your current employer’s policies or codes of conduct) and have obtained all necessary approvals or waivers (this includes, without limitation, the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization).

1.3 You acknowledge and agree to the following:

You are joining the NEN in your personal capacity and not as a representative or on behalf of any other entity, except explicitly stated in writing between such entity and Nodes;
You are an independent contractor and not an agent of Nodes, and therefore have no authority to act on behalf of Nodes;
You are not an employee of Nodes or any Client and do not identify as such;
You are not eligible for any Nodes or Client employment benefits based on your participation in the NEN; and your eligibility for participating in the NEN shall be determined by Nodes in its sole and absolute discretion.

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2. PARTICIPATION IN THE NODES EXPERT NETWORK

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2.1 While participation in the NEN is non-exclusive and there is no minimum time commitment unless otherwise agreed in writing, you agree that at all times during your participation in the NEN, you shall act in good faith, in a professional manner, and to the best of your ability in your dealings with Nodes, your fellow Experts in the NEN and any Clients, and in accordance with these T&Cs and all applicable laws and regulations.

2.2 During the course of your participation in the NEN you shall not disclose confidential information. This includes any material non-public or proprietary information, commercial secrets, copyrighted or business information, information that you have a contractual or fiduciary duty to keep or have agreed to keep confidential, information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep such information confidential, and any information you personally believe may be confidential. Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under the applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.

2.3 Nodes is entitled to terminate your participation in the NEN, withhold payment for any Engagements and take any additional actions which it deems appropriate in its sole and absolute discretion in the event of your non-compliance with Clause 2.2.

2.4 You further agree to the following:

If you are an officer, director or employee of an entity issuing securities in an initial public offering or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, you will decline any invitations to provide Engagements by Nodes (“Invitations”) until the commencement of such offering or while the tender offer process is ongoing.
If you are an officer, director or employee of a company, you will not (i) discuss or disclose that company’s information (for example the performance, strategy, processes, operations, or internal metrics), (ii) accept or engage in any Engagements regarding that company, or (iii) engage in any Engagements for any Client you reasonably believe to be a direct competitor of that company in each case without the express prior written consent of the company and Nodes.
If you are an auditor or former auditor, you will not take on Engagements in relation to the organizations that you or your employer currently audit or have audited in the last three years.
If you have worked in the accounting or finance department of a company within the last six months, you will not discuss accounting or financial issues relating to that company or its affiliates.
If you are a lawyer, you shall not (i) give legal advice in connection with the provision of any Engagements, (ii) establish a lawyer-client relationship with Clients through any Engagements; and (iii) not participate in Engagements relating to current clients or any clients to whom you or your firm owes a duty of confidentiality.
You will not give investment advice, including without limitation, giving any ratings or securities recommendations, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security.
You will not accept any compensation other than that provided by Nodes for your work performed for Clients without first obtaining the express prior written consent of Nodes.
You will not record, transcribe, or permit any third party to join (except with prior consent from Nodes), your consultations with Clients when providing any Engagements.

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2.5 Additionally, Nodes may from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations which Nodes may place on what you can discuss.

2.6 Most government employees, officers, 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 or any political party, party official, or candidate for political office (“governmental or political official”) will not be allowed to join the NEN. Nonetheless, if you are a governmental or political official who has obtained the necessary agreements and/or waivers to join the NEN, 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 promptly notify Nodes promptly if you are appointed, elected or employed as a governmental or political official.

2.7 You represent that you have not:

Been convicted of, pled guilty to, or admitted committing, a crime and/or any offense involving dishonesty or deception (“Offences”); and
Been subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization; or
Been named on any lists of excluded parties and/or individuals maintained by any government or Non-Governmental Organization.

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2.8 Further, in the event you are, or have been in the past, accused of any Offences, or been sued civilly for offences including theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action, you shall disclose this to Node promptly.

2.9 If you become concerned about the nature of any Engagement that you are undertaking for a Client, or if a Client attempts to influence your professional decisions in any way, or if a Client is trying make you market, use, purchase, prescribe, arrange and or to deal with in any manner whatsoever, its products or services while you are participating in any Engagements, you should discontinue your participation and notify Nodes immediately.

2.10 You agree to decline, or discontinue participation in, any provision of Engagements that presents a conflict of interest and/or would result in a violation of any applicable law, these T&Cs, or your obligations to past or present employers or any other third party.

2.11 If you determine at any time that your participation in any Engagement could result in a violation of any of these T&Cs or may otherwise present a conflict of interest, you must immediately terminate your participation in such Engagements and notify Nodes. Nodes will pay you for the time you spent participating in such Engagements.

2.12 You agree to provide Nodes with accurate and complete biographical information, including your education, experience, employment and any contractual or other obligations which you may be subject to, and you agree to update this information in a timely manner with Nodes in the event this information changes, and to ensure that such information is up to date prior to engaging in any Engagements for Clients.

2.13 Nodes or its Clients may ask you for other information (“Additional Information”) about yourself, including your ability, availability, or suitability to consult on particular topics or in general, which you agree to provide in a timely manner. You understand that Nodes, any Clients, and Nodes’ third-party partners are entitled to rely on such Additional Information.

2.14 You agree that Nodes may, if it so chooses, take such steps as it deems necessary to verify your identity, 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. Nodes may also seek to confirm the substance of your discussions with Clients. You agree to cooperate with Nodes as it conducts background checks and other verifications.

2.15 Clients may be required, by law or their own compliance policies, to disclose certain details of their interactions with you, including your name and the amount you were paid. You authorize these Clients, or Nodes on their behalf, to make these disclosures and you agree to promptly provide any additional information necessary to complete these disclosures.

2.16 You consent to Nodes contacting you by the contact details you provide, to process and for the administration of your participation in the NEN, to inform you and provide you with opportunities to participate in Engagements, to assist with required approvals and consents for participation in Engagements, to comply with applicable laws and Client compliance policies, and to tell you about Nodes’ business developments.

3. CONFIDENTIALITY OF NODES’ AND CLIENT INFORMATION

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3.1 When engaging in any Engagements, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the NEN.

3.2 While you are a participant in NEN and thereafter, you agree not to disclose or to attempt to use or personally benefit from any restricted information (for example the identity of Clients, information about Engagements, including Invitations and lists to which you are granted access, information about any actual or potential business, investment or trading decisions, or transactions of any Client, materials and information provided to you by Client, or any other nonpublic or proprietary information of Nodes or its Clients) that is disclosed to or known by you because of your participation in the NEN until such time as the restricted information has become publicly available through no action of your own or breach of these T&Cs, except to the extent required by law or as expressly permitted by Nodes for the purpose of facilitating particular Engagements.

3.3 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 mentioned in Clause 3.2 to anyone, you will promptly notify Nodes, unless prohibited from doing so by the express terms of a government subpoena or court order and will cooperate fully with Nodes in protecting such information to the extent possible under the applicable law. Upon request by Nodes or the applicable Client, you agree to return or destroy, at the election of Nodes or the applicable Client, all restricted information in your possession.

3.4 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 NEN or in any Engagements prior to accepting an Invitation.

3.5 For Engagements that are collaborative (i.e. those that 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 T&Cs.

4. DATA PROTECTION

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4.1 Nodes will process your information in accordance with its Data Protection and Privacy Policy (“DPPP”) (incorporated herein by reference). In the course of providing services,, complying with its own contractual and regulatory obligations, and operating its business, Nodes may process personal data in accordance with applicable data protection laws. The DPPP is available on the Nodes website and may also be updated or revised from time to time without prior notice.

4.2 In the event that you disclose the personal data of any third party to Nodes, you shall, to the fullest extent permitted under applicable law, draw the attention of that third party to the DPPP, prior to making such disclosure.

4.3 You agree to process personal data you receive from Nodes in accordance with the applicable provisions of these T&Cs and the DPPP.

5. ASSIGNMENT, ACCEPTANCE AND SCOPE OF ENGAGEMENTS

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5.1 You are free to accept or decline any Invitation for participation in any Engagements at your sole discretion. Nodes makes no representation regarding the frequency, quantity, or type of Invitation that you will receive or in which you will be chosen to participate.

5.2 Any interactions with Clients prior to and during the provision of Engagements must be set up through Nodes. You are not permitted to share your contact information directly with the Client without the prior written consent of Nodes. If a Client contacts you without having arranged the Engagements through Nodes, you agree to inform Nodes immediately. You will also not be eligible for payment from Nodes if you provide Engagements to Clients that are not set up through Nodes, even such Engagements are a follow-up to other Engagements that were arranged through Nodes.

5.3 You are not authorized to expand the scope of any Engagements except with Nodes’ written authorization.

6. COMMUNICATION WITH THIRD PARTIES DURING ENGAGEMENTS

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6.1 In performing Engagements on behalf of Clients, you are not to interact with third parties except with the written authorization of Nodes. If authorized by Nodes to do so, you agree to advise any third party with whom you interact that you are not seeking, and do not want, any confidential information (as defined in Clause 2.2), and that he/she must comply with his/her existing obligations to any third parties, including past or present employers.

6.2 Further, during these interactions the following conduct is strictly prohibited:• Describing yourself as working for or on behalf of Nodes;• Identifying the Client that you are providing Engagements for (you may disclose the type of Client);• Hiring or engaging such person as an agent, sub-contractor, or consultant without Nodes and the Client’s prior written consent;• Soliciting information that you believe the person, if he/she were an Expert, could not disclose under these T&Cs; and• Offering, giving, or attempting to give anything of value to anyone without Nodes and the Client’s prior written consent.

7. COPYRIGHT AND CONTENT CREATED FOR CLIENTS DURING ENGAGEMENTS

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7.1 All materials set forth on Nodes’ websites and the NEP are protected by the applicable intellectual property laws. You may not use such materials, in any way other than for your personal use in connection with your provision of Engagements to Clients, without the express written permission of Nodes.

7.2 In addition to any other obligations you may have by law, contract or otherwise, in the event that as part of providing Engagements you are asked to create content for Clients (“Content”), you hereby assign, convey, and transfer to the Client all right, title and interest in and to such Content and agree that such content shall be solely owned by Client.

7.3 You further agree to cooperate with and sign all documents reasonably requested by Client to enable the Client to secure, register and enforce in Singapore and any foreign countries, copyrights in all works owned by or assigned to Client. You agree that the Client may use Content for any purpose permitted under that Client’s agreement with Nodes, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by Nodes and the Client.

7.4 Any content you create independently of, or prior to, any provision of Engagements (“Independent Content”) remains your property and you retain all rights, title, and interest in and to such content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Independent Content incorporated into any provision of Engagements.

7.5 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 whatever 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 created in the course of providing Engagements, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client.

7.6 You further consent to Clients recording and/or transcribing your consultations or other interactions with them during the provision of Engagements and agree that any such recordings and transcriptions are owned by the Client and may be used by such Client and Nodes for any purpose permitted under that Client’s agreement with Nodes.

7.7 You additionally release Nodes, 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 any Content. Further, you agree to indemnify, defend, and hold harmless Nodes and its Clients from and against any third party claim that any Content or the use of any Content infringes upon any intellectual property right.

8. NON-SOLICITATION OF CLIENTS

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8.1 You agree not to contact Clients introduced to you by Nodes with whom you did not have a prior relationship for any reason, or to provide Clients with any unsolicited information, or gifts, without the prior written consent of Nodes.

8.2 You agree that for a period of one year from (i) your most recent Engagement with a Client or (ii) your first introduction to a Client, whichever is later, not to knowingly circumvent Nodes by soliciting or negotiating the provision of Engagements, or from or entering into any oral or written agreement or arrangement (for example directorships or employment contracts) with such Client, either directly or indirectly, without the express written permission of Nodes.

8.3 You also agree, during the course of your participation in the NEN and for a period of one year after termination of your relationship with Nodes, not to solicit for employment or hire any Nodes employee(s) or employee(s) of any Client first introduced to you as part of your participation in the NEN.

9. RELIANCE BY AND ADDITIONAL TERMS AND CONDITIONS FROM CLIENTS

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9.1 These T&Cs are intended to benefit Clients. You therefore agree to carry out all Engagements in accordance with these T&Cs and applicable laws. You agree that as Clients are third-party beneficiaries of these T&Cs, they have the right to directly enforce your compliance with the same.

9.2 Clients may from time to time request that you reaffirm any part of these T&Cs and agree to any additional terms or compliance policies required by Clients as a condition to your participation in or payment for Engagements. You agree that to the extent you have provided any reaffirmations and agreement to additional terms or compliance policies, you shall be obligated to carry them out.

9.3 You acknowledge that Nodes and/or the Client may require you to confirm your compliance with these T&Cs and certain other additional terms and compliance policies after the completion of an Engagement. You further agree that by invoicing Nodes for any Engagements, you are confirming your compliance with these T&Cs.

10. COMPENSATION, PAYMENTS AND REIMBURSEMENT

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10.1 You are responsible for providing you or your organization’s payment details on the NEP and to keep such information up-to-date.

10.2 Upon completion of the Engagements, unless otherwise agreed in writing, you must submit a payment request to Nodes by the 15th day of the following month for the Engagements you performed, and for the reimbursement of expenses incurred during the provision of Engagements. Notwithstanding anything to the contrary in these T&Cs, you agree that Nodes shall not be obligated to make payment if a payment request is not made by the 15th day of the following month. Nodes will verify with Clients that the Engagements have been completed upon receiving your payment request.

10.3 You can generally expect to receive payment within 30 business days of receipt by Nodes of a properly completed payment request.

10.4 Unless otherwise agreed in writing by Nodes or stated in any Invitation, you will be compensated only for the time you spend interacting with Clients on the Engagements at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if the Engagements with a Client does not occur. You may not assign Engagements or delegate any portion of your work to others (including without limitation to any other employees of your firm) without Nodes’ prior written consent.

10.5 Payment will be based on the applicable rate as reflected in the NEP unless otherwise agreed in writing by Nodes or as specified in the Invitation. For phone consultations you will be compensated for the total number of minutes spent on the phone with Clients. Nodes will compensate you only for Engagements that are either arranged by Nodes through its systems, or explicitly approved in advance by Nodes.

10.6 In the event that a Client disputes your request for payment or the quality of your work in providing the Engagements, Nodes may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Nodes has the sole and final authority to resolve such dispute in Nodes’ reasonable discretion, and you agree to be bound thereby.

10.7 In the event that Nodes reasonably determines in its sole discretion that you have violated these T&Cs or Nodes’ compliance rules or procedures, payment will not be made. Further, to the extent you have already received payment for Engagements involving such violations, Nodes shall have the right to recover such payments in full.

10.8 Nodes will also pay a one-time referral fee of USD$100 to an Expert who makes a successful referral of another Expert to the NEN. Payment will be made within a month of the successful referral. A successful referral constitutes the referred Expert obtaining payment from Nodes for Engagements rendered to a Client.

11. MISCELLANEOUS TERMS

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Right to Injunction
11.1 In the event that you breach, or threaten to breach, any of the obligations contained in these T&Cs, you acknowledge that Nodes will be entitled to an injunction to prevent your prospective or continuing breach.

Limitation on Liability
11.2 In no event shall Nodes be liable to you or any other party for any damages resulting from or relating to your participation in the NEN, the provision of any Engagements by you as a participant of the NEN, the processing of personal data by you, or the business operations of Nodes, including without limitation for any incidental, consequential, punitive, or special damages even if Nodes was informed of the possibility of such damages.

11.3 Nodes agrees that for its part it shall not seek to impose on any individual Expert any liability for damages based on his or her performance of Engagements hereunder as a participant of the NEN, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the Expert to comply with these T&Cs, or conduct or activity by the Expert that constitutes gross misconduct or violates any applicable law.

11.4 In the event legal action is taken against you in relation to your provision of Engagements, Nodes shall have no obligation to defend you or to engage legal counsel or to pay legal costs and expenses incurred by you for you or on your behalf.

Arbitration and Mediation
11.5 Any dispute controversy or claim, whether in tort, contract, or otherwise arising out of or in connection with these T&Cs, including whether the claims asserted are arbitrable shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.

11.6 The seat of the arbitration shall be Singapore, and the Tribunal shall consist of a single arbitrator. The language of the arbitration shall be English.

11.7 The parties further agree that following the commencement of arbitration, they will attempt in good faith to resolve the Dispute through mediation at the Singapore International Mediation Centre (“SIMC”), in accordance with the SIAC-SIMC Arb-Med-Arb Protocol for the time being in force. Any settlement reached in the course of the mediation shall be referred to the arbitral tribunal appointed by SIAC and may be made a consent award on agreed terms.

11.8 Arbitration shall not be deemed a waiver of Nodes’ right to seek injunctive relief as provided for in these T&Cs.

Governing Law
11.9 These T&Cs and any subsequent variations and versions of the T&Cs shall be governed and construed in accordance with the laws of Singapore, without regard to Singapore’s conflict of law rules, and the enforceability of the arbitration agreement shall be governed by the Singapore Arbitration Act or Singapore International Arbitration Act (whichever is applicable).

Severability and Survival of Certain Provisions
11.10 The invalidity or unenforceability of any provision of these T&Cs shall not for those reasons alone affect or prejudice the validity or enforceability of any other provision of these T&Cs.
11.11 The provisions of the sections (including subsections) of applicable portions of these T&Cs shall survive any termination or expiration of these T&Cs.

Termination
11.12 Subject to your obligation to complete the Engagements for which you are engaged, you have the right to withdraw from the NEN at any time upon a period of 2 weeks’ notice in writing to Nodes, and Nodes has the right to terminate or limit your participation in the NEN at any time and for any reason.

Entire Agreement
11.13 These T&Cs (and any schedules or incorporated provisions) constitutes the entire Agreement between Nodes and the Expert. It supersedes all prior or contemporaneous proposals, agreements, negotiations, representations, warranties, understandings, correspondence and all other communications (whether written or oral, express or implied) or arrangements entered into between Nodes and the Experts prior to the signing of these T&Cs.