July, 2024
Seersite Expert Agreement
This Expert Agreement ("Agreement") is between Seersite LLC ("Company,” “Network” “Marketplace Platform” or “Platform”) and an authorized Seersite User ("Expert" “You” “User”) who desires to participate in the Seersite Network and Marketplace Platform.
Seersite is a professional Network and Marketplace Platform for Users to connect with each other to share, exchange, sell and buy content, opinions, knowledge, information, ideas, writings, insights, trends, and observations related to a User’s intellectual pursuits, profession, career, education, or areas of expertise.
A. Platform Functionalities
The Seersite Network is a neutral Marketplace Platform through which Clients and Experts can buy and sell products and services.
Experts are vetted Users who have successfully created a Professional Profile on the Platform and who have completed a compliance questionnaire.
By creating a Professional Profile you are representing and confirming that you have significant expertise in your industry or area of knowledge.
You agree that you have read and agreed to our Terms of Use Agreement which is hereby incorporated into this Agreement. You can re-review it HERE.
B. Products and Services
By signing this Agreement you make yourself available to other Seersite Users and Clients who may want to purchase products and services related to your expertise.
You understand that Users and Clients can purchase your Expert time by completing a Booking Request on the platform which offers a one-on-one scheduled live audio call between a Client and an Expert (an Expert Session) or a typed inquiry that can be sent to a designated number of Experts for several Expert responses (a Panel).
C. Fees
You acknowledge and agree that your role in the Marketplace as contemplated in this Agreement is that of a customer, buyer, or seller.
You have sole discretion to set your own fees and rates for Expert Sessions, Panels and other Marketplace products and services in which you participate. Seersite charges a percentage of your set rate to cover administrative costs.
Seersite’s fee does not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction.
You agree no additional compensation will be exchanged related to any transactions on or through the Platform other than the Expert fee(s) you clearly state upfront and which are expressly agreed to on our Marketplace form(s).
D. Legal Compliance
You understand that you are fully responsible for your professional conduct while you participate in the Seersite Platform and its products and services.
When you participate in Expert Sessions, Panels or any other activities, projects, products or services through the Platform, you agree not to breach or cause any other person to breach a duty, obligation, or agreement you may owe to your employer or any other person or entity.
You agree you will not reveal any confidential, proprietary, material, or non-public information to any User on or through the Platform or during any Seersite-related activity.
You understand that material, non-public information (MNPI) is information that a reasonable investor would find important when making an investment decision and you represent you know how to determine what information is material and nonpublic so that you will not violate any insider trading prohibitions as set forth in applicable securities laws and regulations.
You agree to comply with applicable laws and any policies and contractual restrictions to which you are subject when participating in the Seersite Platform.
You understand that you may not give, offer, promise, or authorize the offer of anything of value through the Platform to improperly influence a foreign government official, including employees of any foreign government-owned or controlled companies, as well as candidates for political office, political parties and their officials.
If you are a government official or employee, you agree you will not participate in a Booking, Expert Session, Panel or project related to any government legislation, regulation, policy, contract, case or action over which you have any power, control, decision or vote.
You agree you will not participate in a Booking, Expert Session, Panel or other project if you or your employer has a significant (for example, >5% of annual revenue) relationship with the company that is the subject of that particular project. If you are unsure or have any questions related to this issue, you agree to contact [email protected].
E. Consent
You consent to be contacted by telephone, email, text or other communication methods to process and administer details related to your Account(s), Profile(s), your activities and participation in the Platform, and other administrative, contractual and regulatory obligations as necessary as determined by Seersite.
By signing this agreement, you give express consent to Seersite to attend, record, transcribe and share your auditory communications on Expert Sessions, Panels and other projects. Seersite undertakes these activities for legal compliance, fact verification, training, peer review, or other legitimate business purposes, regardless of the physical or geographical location in which the events take place.
You agree that your consent to Seersite’s attendance, recording, transcription and sharing of your communications is voluntary and you understand that you may withdraw your consent at any time.
You will be asked to consent to our attendance, recording, transcription and sharing of an activity immediately prior to the particular activity. By subsequently moving forward with the activity, you are agreeing to continue the communication as represented.
If at any time you want to withdraw your consent to our attendance, recording, transcription and sharing of an activity, you can cancel your booking on the platform or contact [email protected] at any time.
You consent to Seersite reviewing the accuracy of your professional background and other information you post and share on the Platform.
You consent to Seersite contacting you in the event we need additional information to validate information you have posted on the platform.
You consent to Seersite sharing recordings and transcriptions of your auditory communications with those Clients who paid for such Expert Sessions and Panels. You understand that these recordings and transcripts may also be shared with Seersite staff for administrative and compliance purposes as well.
F. Intellectual Property
All content, logos, trademarks, and intellectual property associated with the Platform are owned by Seersite and protected by applicable laws.
You agree not to use Seersite, the Platform, or any content for any activity not expressly authorized in this Agreement, including but not limited to: scraping, bots, phishing, harvesting.
You agree not to post or share any content on the Platform that would violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal, proprietary, or intellectual property rights.
You agree that you shall not, directly or indirectly, use the Platform or any of its content or User’s shared content to train, develop, enhance, or in any way contribute to the creation, development or improvement of artificial intelligence algorithms, models, or any other artificial intelligence applications without the express written consent of Seersite.
You acknowledge that any breach of these Intellectual Property provisions may cause irreparable harm to Seersite, and Seersite shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to enforce these provisions.
G. No Conflicts
You agree that you will not participate in the Platform, products, services, a Booking, Session, Panel or other project related to the Marketplace Platform (“Platform-related Activity”) if you are bound by an applicable legal, employment, contractual, fiduciary, non-disclosure or other agreement, duty, or obligation that may present a conflict.
You agree your participation in a Platform-related activity will not create a conflict of interest between you and any other person or entity.
H. Customer Relationship
You agree that your role in the Marketplace Platform and as contemplated in this Agreement is that of a customer, buyer, or seller participating in the neutral, self-serve Marketplace.
You agree you are not, and cannot hold yourself out as, a Seersite employee, agent, representative, partner, subsidiary, member, officer, director, shareholder, consultant or joint venturer and you have no authority to bind, obligate, or enter into any agreement, or speak on Seersite’s behalf, and nothing in this Agreement shall be construed to create any such relationship.
If, at any point, you and Seersite decide to establish a separate relationship as an independent consultant or otherwise, such an arrangement shall be governed by a separate agreement and shall not be inferred from this Agreement.
You acknowledge and agree that your engagement with the Company under this Agreement does not constitute an employment relationship and you are not eligible for any employee benefits, compensation, or other entitlements provided to employees of the Company.
I. Transactions
You agree that in your role as an Expert you are acting as a seller in an arm’s length transaction and Seersite is acting as the neutral platform on which the transaction takes place.
You agree no additional compensation or anything of value will be exchanged between you and another User other than the amounts clearly stated and agreed to in the Booking form and submitted through the Marketplace Platform for clearly defined products or services.
J. Privacy
You agree that Seersite may collect, retain, and process information about you, including your name, email, address, mobile phone number, information from your LinkedIn profile and other social media sites, your CV or resume, your career, background, education, and other information relevant to your profile or your participation in Platform-related Activities. Some of this information may be personal identifying information (“PII”) such as your name, email address and telephone number.
You agree Seersite may contact you by email, text, telephone or otherwise to process and administer details of your Seersite account(s)/profile(s), transactions, Platform-related Activities and to provide you with additional opportunities to participate in future Seersite events or projects as they arise.
You understand Seersite does not use cookies and will not sell your PII to third party marketers.
You hereby agree that we may use your PII to accomplish administrative tasks related to the Platform as outlined more completely in our Privacy Policy HERE.
You understand that we use portions of your PII with our third party providers to complete administrative tasks such as information security, Network maintenance, financial transactions, data audits, and background checks.
K. No Warranties and Limitations of Liability
As stated in our User Agreement and incorporated herein, to the extent permitted by law, we DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Our aggregate liability arising out of or relating to this Agreement will not exceed the greater of $100 or the amount you have paid us in the past twelve months.
L. Other provisions:
The terms and conditions of this Agreement shall be interpreted in conjunction with our User Agreement. However, this Agreement will prevail over any other conflicting or supplementary terms or conditions set forth in any other similar agreement, electronic data room, website, portal or other electronic medium (or any information or materials contained therein) that purport to govern access or use of the Platform.
If any portion of these Terms is found to be unenforceable, the unenforceable portion will be deemed amended to the minimum extent necessary to make it enforceable, and if it cannot be made enforceable, then it will be severed and the remaining portion will remain in full force and effect.
If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.
You will not transfer any of your rights or obligations under these Terms to anyone else without our prior written consent.
All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.