Expert Terms and Conditions

Data Bridge Solutions Expert Terms & Conditions and Confidentiality Agreement

This Expert Terms & Conditions and Confidentiality Agreement ("Agreement") governs the business relationship between a subject-matter expert ("Expert" or "you") and Data Bridge Solutions, LLC and its affiliates (collectively, "Data Bridge" or "we"). This Agreement represents a legally binding contract between Data Bridge and Expert (individually referred to as "Party" and collectively as "Parties") and supersedes all prior arrangements between the Parties.

The English version of this Agreement shall control over any translations.

Overview

Data Bridge is a global expert network supporting a variety of leading organizations, including corporations, consultancies, market research firms, financial institutions, and law firms (each, a "Client" and collectively, "Clients"). The Expert represents that they possess the necessary qualifications, experience, and expertise to provide services to Data Bridge and its Clients and agrees to offer such services under the terms outlined in this Agreement.

Based on our Clients’ needs, we may contact you to determine your suitability and availability for participation in various consulting projects (each, a "Project" and collectively, "Projects"). Participation in Projects may involve telephone consultations, teleconferences, online surveys, meetings, or discussion groups, depending on our Clients’ requirements. Your participation in a Project is entirely voluntary. Data Bridge will never compel you to accept or continue any Project, and you have the right to refuse or discontinue participation in any Project at any time.

In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:

Expert Warranties

By accepting this Agreement, you agree to become a member of our expert network (the "Data Bridge Expert Network"), which comprises individuals who have specialized knowledge and who are willing to offer their expertise to Data Bridge and/or Data Bridge Clients. Experts who become members of the Data Bridge Expert Network represent that the biographical information provided is accurate and undertake never to disseminate false or misleading information to Data Bridge and/or our Clients. Further, Experts acknowledge that they will not disclose any confidential or proprietary information or trade secrets of any person or entity, including their current employer, in providing consulting services under this Agreement. Experts agree not to divulge to any third party (unless required by law to do so) the contents or existence of any consulting engagement with any Data Bridge Client, including the name of the Data Bridge Client or its employees, unless Experts obtain the prior written consent of the Data Bridge Client.

Experts represent that their membership in the Expert Network does not present any known conflict of interest and does not breach or threaten to breach any legal obligation the Experts may have to any person or entity. Experts understand and agree that they are expected to provide Data Bridge Clients with information of a general nature relating to their industry, based upon their professional experience, and that they will not disclose to, or otherwise share with any person, including any Data Bridge Client or any other Data Bridge Expert, material non-public information which, if used by such person, might constitute illegal insider trading. "Material non-public information" is generally defined as any information, insights, or analysis concerning any public company or security which has not been effectively communicated to the marketplace.

Legal and Ethical Considerations

Experts are solely responsible for determining their eligibility to become a member of the Data Bridge Expert Network. We encourage you to review any legal contracts that might limit your involvement, including but not limited to employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics, and similar policies. Additionally, please assess whether you require consent or waivers from your employer, clients, or any other third parties to confirm your eligibility to join the Data Bridge Expert Network. Experts have the right not to share knowledge relating to topics which may cause a conflict of interest for them. If an Expert believes that such a potential conflict compromises the Expert’s ability to render unbiased and full-service advice to Data Bridge or Data Bridge Clients, Expert must notify Data Bridge of the same.

Experts represent and warrant that they will not offer any investment, legal, medical, financial, accounting, or other regulated advice. This obligation also relates expressly to consulting and trading recommendations (purchase, sale, or other forms of trade) in relation to securities of any kind. Experts will act in good faith and take all necessary measures to ensure their compliance with the terms of this Agreement and with any other agreements or obligations applicable to the Experts in connection with the business relationship with Data Bridge, and Data Bridge shall not be liable to any third party for an Expert’s failure to comply with this Agreement or with any other agreements or obligations in connection with the Expert’s business relationship with Data Bridge. Experts agree to immediately notify Data Bridge in writing (by sending an email to info@databridgesolutions.com) if the Expert discloses (inadvertently or otherwise) material non-public information or confidential information of another company or entity, or if there is a change in any circumstance that renders any of the representations in this Agreement inaccurate or false. Experts agree that they will not use their membership in the Data Bridge Expert Network to promote any products, companies, or opportunities without consent from Data Bridge.

Project Participation

Experts can participate in consultations on a Project-by-Project basis and may accept only those requests that:

• Do not raise a conflict of interest.
• Relate to subjects they are allowed to discuss without violating any legal or contractual obligations with third parties

The duration of each Project or consultation is determined solely by Data Bridge’s Client and may differ from the initially scheduled length of time for such consultation. Experts are only permitted to undertake Projects with Data Bridge Clients that have been individually arranged or explicitly approved by Data Bridge. Should a Client reach out to you directly seeking participation in additional Projects or other services, you must obtain explicit approval from Data Bridge before proceeding with the work. You will not receive compensation for any Project with a Data Bridge Client that was not individually arranged or explicitly approved by Data Bridge in advance, even if the Project was a follow-up to a Project that was arranged by Data Bridge.

Experts acknowledge and agree that their participation in Projects does not create an employer-employee relationship with Data Bridge and/or Data Bridge Clients. Experts bear sole responsibility and liability for any and all taxes and other payments due on payments received by Experts for services provided and/or participation in Projects.

Experts will be compensated for their consulting services and/or participation in Projects at the rates or honoraria agreed upon by the Parties in writing. Unless otherwise agreed in writing between the Parties, payments for Experts’ participation in a Project or consultation shall be prorated by the minute based on the duration of each such participation. The duration of each Project or consultation is determined solely by Data Bridge’s Client and may differ from the initially scheduled length of time for such consultation. Experts will be eligible to receive payment for their participation in a Project or consultation only under the following conditions:

Unless otherwise agreed by the Parties, Experts will not be entitled to receive compensation for Projects/consultations that do not take place, even if previously scheduled.

Payments will be processed through a Data Bridge-approved disbursement channel (including, but not limited to, physical checks or e-checks, among others). For services rendered by Experts in connection with qualitative Projects or consultations, payment will typically be issued within three (3) weeks following the successful completion of the Project or consultation. For participation in quantitative surveys or consultations, payments will be processed within a period of four (4) to six (6) weeks following successful participation, subject to receiving approval from the relevant Client. Notwithstanding the foregoing, unexpected developments or circumstances beyond Data Bridge’s control, such as delays in Client approvals or financial processing issues, may occasionally delay payments. In such instances, Data Bridge commits to identifying and implementing a swift resolution and to undertaking all reasonable efforts to ensure that any delayed payments are processed at the earliest opportunity.

Experts shall have thirty (30) days from the date of disbursement within which to cash their payment. Failure to do so within the specified time frame will result in the debt being considered settled, and the Expert agrees to forever hold Data Bridge and its executives/employees harmless for any consequences arising from missing the designated time frame. You may modify your rates or honorarium solely upon providing written notice to Data Bridge. Such adjustments will not be implemented until Data Bridge sends you written approval confirming the changes. Once you have agreed to participate in a specific Project, you are not permitted to alter your rate; therefore, your new rate will only apply to future Projects. Disclosure of your billing rates or honorarium to Clients or third parties without Data Bridge’s prior written consent is prohibited. In compliance with U.S. federal reporting requirements, certain Experts who receive payments exceeding a specified threshold in a tax year may be required to provide Data Bridge with their tax identification numbers. This is necessary for the preparation and submission of U.S. Internal Revenue Service Forms W-8 or W-9, as applicable.

Independent Contractor Status

Experts acknowledge and agree that their involvement in the Data Bridge Expert Network and participation in any projects or consultations shall be performed as independent contractors. An Expert shall not be, nor be considered to be, an employee, partner, member, officer, director, shareholder, or joint venture of Data Bridge and shall have no authority to bind or obligate, or to enter into any agreement on behalf of Data Bridge.

Accordingly, you may not present yourself as having such authority and may not subcontract, assign, or otherwise delegate your obligations under this Agreement, or employ any agents or employees to perform your obligations under the Agreement without the prior written consent of Data Bridge.

You understand and agree that Data Bridge will pay any fees you are owed without withholding any federal, state, or city income taxes or other similar withholdings. Both Parties understand and agree that you waive the withholding of all workers’ compensation, statutory disability, and other employee fringe benefits, including pension and health benefits, since, as an independent contractor, Data Bridge will not provide you with any benefits whatsoever.

You agree that with respect to your work in connection with any project, you are not eligible for any Data Bridge or Data Bridge client employment benefits, and you shall not identify the Data Bridge client or Data Bridge as your employer in any tax information or unemployment compensation application forms.

Confidentiality

Experts shall maintain the confidentiality of all information communicated or made accessible to them by Data Bridge, the Data Bridge Expert Network, and/or Data Bridge clients beyond the termination of any consultation or project. This includes, but is not limited to, trade secrets, business operations, strategies, and any other information considered proprietary by Data Bridge or its clients.

Experts agree not to disclose, communicate, or reveal any Confidential Information without Data Bridge’s express written consent, which Data Bridge may withhold at its sole discretion.

"Confidential Information" as defined in this Agreement includes:

• All information, regardless of its form, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be considered as confidential.
• Any work product, results, or materials developed in the course of the projects.
• "Confidential Information" also includes, but is not limited to, client identities, their employees, questions posed by clients, topics discussed, shared materials, opinions expressed, or any work commissioned by Data Bridge or its clients.

Experts agree to be willing to review and potentially execute additional consent forms and/or non-disclosure agreements with a Data Bridge client if a client requests that an expert do so as a condition of working with that Data Bridge client.

In circumstances where disclosure of Confidential Information is mandated by law, Experts are required to immediately notify Data Bridge. Experts shall cooperate fully with Data Bridge to utilize any available legal exemptions or rights to prevent such disclosure, to the extent permissible under applicable laws.

Experts are explicitly prohibited from using Confidential Information for any purposes not expressly authorized by this Agreement. This includes refraining from using Confidential Information for personal gain, particularly for investment or trading decisions.

The obligation to maintain confidentiality under this section persists until such Confidential Information becomes publicly known through no fault of the Expert or any other party bound by a duty of confidentiality.

Experts acknowledge that any breach of these confidentiality obligations may result in irreparable harm to Data Bridge and Data Bridge clients. Accordingly, Experts understand that Data Bridge may be compelled to pursue appropriate legal remedies, including injunctive relief, to uphold these provisions.

Experts commit to treating all acquired confidential information with the utmost discretion, not disclosing it to any third parties without Data Bridge’s prior written consent, except as provided herein.

Representations by Experts

Experts affirm that they have not been convicted of, pleaded guilty to, or admitted to committing any criminal offense involving dishonesty or deception (e.g., theft, fraud), or any crime punishable by imprisonment of six months or more, such as a felony in the United States.

Experts confirm they have not been subject to any orders, judgments, actions, or investigations by courts or regulatory or self-regulatory organizations (e.g., U.S. Securities and Exchange Commission, Financial Conduct Authority, Securities and Futures Commission, Financial Industry Regulatory Authority) concerning violations of securities laws or accusations of civil or criminal fraud or deceptive practices.

Experts declare they are not listed on any government or international sanction lists, including but not limited to the Excluded Parties List System (now part of SAM.gov), the Specially Designated Nationals list by the U.S. Department of Treasury’s Office of Foreign Assets Control, or any similar list maintained by the U.S. or other nations or non-profit organizations.

Experts must promptly disclose to Data Bridge Solutions any past or present accusations of felonies or offenses involving dishonesty or deception, lawsuits for theft of corporate assets, fraud, breach of confidentiality or nondisclosure agreements, breach of fiduciary duty, or similar actions. Such disclosures should be made by emailing info@databridgesolutions.com.

Experts agree to immediately notify Data Bridge Solutions of any change in their status regarding these representations. Data Bridge Solutions reserves the right to independently verify the accuracy of the Experts’ representations.

Consent for Recording and Transcription

Your participation in a project may, upon client request, be recorded and/or transcribed in any media ("Recordings") by Data Bridge Solutions or our agents. You have the right to notify us should you wish to opt-out of such recordings. Otherwise, by taking part in such projects, you consent to the recordings and acknowledge that they may be shared by Data Bridge Solutions with the client or third parties. You further authorize Data Bridge Solutions (or, if applicable, the Data Bridge client) to own the recordings royalty-free and exclusively use, share, reproduce, publish, modify, or display them, in whole or part, for any legitimate business purpose, without any compensation (except as set forth in the Payment section). For any uses of the recordings beyond those explicitly identified herein, Data Bridge Solutions and/or its client will provide a separate consent form to the Expert, detailing the specific purposes and seeking explicit approval before any such additional use.

On certain occasions, Data Bridge Solutions’ clients may, as part of their compliance protocols, have a professional (in addition to the Data Bridge client user(s) you will speak with) moderating phone consultations, and their presence may be announced or unannounced (i.e., you may not be notified) and may be active participants or silent on the phone consultations. By signing this Agreement, you consent to consultations being moderated, recorded, and/or transcribed at Data Bridge Solutions clients’ election.

Termination

Subject to your obligation to complete projects for which you are engaged, you have the right to terminate your role as an Expert and withdraw from the Data Bridge Solutions Expert Network at any time upon notice to Data Bridge Solutions. Data Bridge Solutions may suspend, limit, or cancel your access to the Data Bridge Solutions Expert Network at any time for any reason without notice, including because:

• We believe you have violated this Agreement.
• We believe you have violated our rights or the rights of any third party.
• We are unable to verify or authenticate information you have provided to us.
• We believe your actions may create liabilities for you, us, or a third party.

Upon termination, you agree to:

• Immediately deliver to Data Bridge Solutions and/or Data Bridge client all property belonging to them which is in your possession or under your control.
• Irretrievably delete any information relating to the business of Data Bridge Solutions and/or Data Bridge client stored on any magnetic or optical disk or memory and all matter derived from such sources which is in your possession or under your control outside the premises of Data Bridge Solutions and/or Data Bridge client.
• Provide Data Bridge Solutions and/or Data Bridge client with a signed and dated letter confirming that you have complied with the above.

Biographical Information

You acknowledge and agree to the truthfulness and accuracy of:

• Your biographical and historical professional information and credentials.
• The tax identification information or representation that you have provided Data Bridge Solutions regarding your engagement as an independent contractor and consultant.

To the extent not already reflected in your expert biography, you will disclose to Data Bridge Solutions any material financial interests or business relationships you have, or any entity under your control has, that you reasonably believe would be relevant in assessing your objectivity or conflicts of interest for any project, or you will decline said project if you are unable or unwilling to make such a disclosure.

Your Current and Former Employments

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

Competitors

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

Reporting Project Concerns

If you become concerned with the nature of any inquiry or project by a Data Bridge Solutions client, or if a client attempts to influence your decisions (e.g., what products or services to use) in any way, or if a client is marketing products or services to you rather than conducting research, you must discontinue your participation and notify Data Bridge Solutions immediately by emailing info@databridgesolutions.com.

Assignment, Non-Exclusivity

Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Data Bridge Solutions' prior written consent (which consent may be withheld at our sole discretion), and any such assignment, delegation, or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. Membership in the Data Bridge Solutions Expert Network is non-exclusive, and you are free to perform independent services for any person or business, including any of Data Bridge Solutions' competitors; provided, however, that you shall not violate this Agreement. Data Bridge Solutions makes no representation regarding the frequency, quantity, or type of invitations to projects you will receive or in which you will be invited to participate.

Intellectual Property

Expert Content

You represent that any information and materials, regardless of format, that you submit, upload, or otherwise provide to a client or to Data Bridge Solutions (collectively, "Content") is your intellectual property or that you have obtained any necessary permissions or licenses to such Content in order for such Content to be transferred and/or licensed in accordance with this Agreement. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates this Agreement.

Content Created for Data Bridge Solutions Client(s); Client Compliance

If a Data Bridge Solutions client selects you for a project, content you create in connection with that project ("Project Content") shall be solely owned by Data Bridge Solutions and/or the client (e.g., as a "work for hire") and may be used for any purpose permitted under that client's agreement with you and/or Data Bridge Solutions, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by you, Data Bridge Solutions, and/or the client. You hereby assign all right, title, and interest in and to Project Content. Content you create independently of, or prior to, any project ("Retained Content") shall continue to be yours, and as the expert, you shall retain all rights, title, and interest in and to such Retained Content; however, you grant Data Bridge Solutions and/or the client a perpetual, worldwide, royalty-free, and transferable license, with rights to sublicense through multiple levels of sublicensees, to use, copy, modify, make derivative works of, perform, publicly display, distribute (in any form or medium, whether now known or later developed), and otherwise exploit any Retained Content included in any Project Content (and authorize Data Bridge Solutions to facilitate retention and use of any Retained Content).

Without limiting the foregoing, you agree that Data Bridge Solutions and/or the client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to Data Bridge Solutions and/or the client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries, or improvements that are based in full or in part on any Content and information you create for Data Bridge Solutions and/or a client in the course of a project, and all intellectual property rights in or appurtenant to such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to Data Bridge Solutions and/or the client.

Data Bridge Solutions Publications

Content that you submit for publication by Data Bridge Solutions ("Publications") shall be owned by Data Bridge Solutions, and you shall retain no license to use such Content unless otherwise provided by Data Bridge Solutions in the terms of such publication.

Content License

For all Content other than Project Content, Retained Content, and Recordings, you grant Data Bridge Solutions a perpetual, worldwide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and display such Content, in whole or in part, in original form or as edited or modified by Data Bridge Solutions, in all languages and forms, for any commercial or non-commercial purpose unless otherwise agreed in writing.

Content Release & Indemnification

You additionally release Data Bridge Solutions, and any and all persons acting under its permission or authority, from any claim, liability, or action in law, including any claims for defamation, proprietary infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless Data Bridge Solutions and its clients from and against any third-party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right, including any related liabilities, costs, and expenses.