ATechs Expert Terms & Conditions
These terms and conditions (“Terms & Conditions”) are a legally binding contract between you and ATechs and govern your membership and participation as an Expert. By becoming an ATechs Expert you are agreeing to be bound by these Terms & Conditions. It is your responsibility to regularly review these Terms & Conditions as they may change during your membership as an Expert. These Terms & Conditions of ATechs Expert membership supersede all prior versions of the Terms & Conditions previously in effect between ATechs and/or its subsidiaries and affiliates and you. Any breach by you of these Terms & Conditions may result in immediate termination of your membership as an ATechs Expert. ATechs reserves the right to terminate in its sole discretion any Expert’s membership.
1. OVERVIEW
ATechs is a network of professionals in various technical industries ("Experts") who give their technical insight to businesses, organizations and other professionals ("Clients"). Clients seek ATechs Experts for various consultations, including scheduled telephone consultations. ATechs Experts can also commit to other activities, including rewards for referring qualified friends and colleagues, communicating online with other Experts and/or clients, and other networking using the ATechs website (“Site”).
2. EXPERT REQUIREMENTS & MEMBERSHIP POLICIES
ATechs Experts are professionals who have mastered their technical fields in one or more of the categories provided on the Site. ATechs Experts provide Clients with unbiased information and insight into the Expert's technical expertise. This information allows the Clients to make informed technical and business decisions.
Your membership is subject to and conditional upon your acceptance of these Terms & Conditions. To become an ATechs Expert, you'll first need to provide accurate and complete biographical and background information about you and your expertise, including your abilities to consult on particular topics. Your information will be used to provide Clients a profile of your educational and work history. By agreeing to these Terms & Conditions, you agree that ATechs may provide some or all of your information to Clients, and some information may be revised on your behalf with information provided by you or others. You also agree to regularly update your biographical and background information during your membership as such information may change.
Once you are an ATechs Expert, Clients may request to contact you to set up a consultation. To maintain your membership as an ATechs Expert you are under no obligation to participate in any consultations and you can request to decline any offers to consult the Clients. The frequency of the consultation requests is determined by the Clients and there is no guarantee you will be selected to consult with the Clients.
It is your responsibility to determine whether it is appropriate for you to join the ATechs Experts. As an Expert, you are an independent contractor of ATechs and you may not refer to ATechs or the Clients as your employer. Additionally, you have no authority to act on behalf of ATechs or the Clients.
Other Conditions of Membership:
- Your membership and participation with ATechs must not cause you to break any other agreements or legal obligations (this can include current or previous employers, and other consulting services).
- Your membership and participation with ATechs must not cause you to violate other obligations, policies, agreements, or codes of conduct (this can include current or previous employers, and other consulting services).
- Your membership and participation with ATechs must not cause you to violate any law.
- Your membership and participation with ATechs must not present a conflict of interest (including if the Client is a competitor company to the current company where you work).
- You must not disclose any confidential or proprietary information (including trade secrets) owned by another person or entity.
- You must not give investment advice (including rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security).
- Your membership as an ATechs Expert may be suspended or terminated at any time by both you and ATechs. If such an event were to happen you will receive an email as notification.
- You must not have been convicted or charged with any felony, or the subject of an investigation by any regulatory authorities (state, federal or foreign).
- If you work for an organization that is the subject of a tender offer, or you are at an organization that has acted on behalf of a company in connection with such tender offer, you agree to decline all invitations to consultation while the tender offer process takes place.
- If you hold a professional license, you must not have been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body.
- You must keep all usernames and passwords confidential.
Additional conditions for healthcare professionals:
- You must represent that you are duly licensed and represent the state(s) or province(s) where you currently practice.
- You must not disclose to ATechs and Clients any patient information prohibited by law.
- You must not give medical advice during consultations or through your participation with ATechs.
- If you are involved in a clinical trial, you shall not discuss trial results or patient experience until such information has been made public.
- Clients must not influence your decisions about what drugs, medical devices or services to use in your practice. If a Client ever tries to influence your medical decisions, market products or services to you, or make any medical recommendations you must immediately end the consultation and notify ATechs.
- You represent that you have not been excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs, or listed on the List of Excluded Individuals/Entities issued by the Office of Inspector General of the U.S. Department of Health and Human Services Office and/or the Debarment List of the U.S. Food and Drug Administration, and if your status should change with respect to any of these representations, you shall immediately notify ATechs and terminate you membership.
If at any time during your membership you risk violating any of the Terms & Conditions, you must decline participation with that particular Client and inform ATechs of the reasoning. Violating these Terms & Conditions will lead to termination of membership. You are responsible for ensuring your continued compliance with these Terms & Conditions. ATechs typically does not participate in your interactions with Clients and shall not be liable or responsible for the content of consultations.
3. EXPERT CONSULTATIONS
As an ATechs Expert, you may receive requests by Clients to participate in consultations related to your expertise. ATechs works with Clients to match you and your technical background with appropriate Clients. Once you accept any request to consultation, you are confirming to ATechs and Clients that your biographical information is current and accurate, and you are fully qualified to speak about the subject matter of the consultation. During each consultation you shall act as an independent contractor of ATechs, and you agree to not make any unauthorized use of ATechs’ name. Additionally, you agree that you are liable for all applicable tax withholding and reporting obligations that may come from any payments made by ATechs to you.
After receiving a request to consultation, you should either accept or decline within 24 hours of the request. Upon accepting the request, the consultation should be scheduled within 7 days. It is expected that all consultations you provide will be performed in a timely, diligent and professional manner consistent with highest industry practice. To prepare yourself for the topic of the consultation, it is expected that you shall prepare for each consultation for no more than 15 minutes. You will not be paid for the preparation time. You will not be paid for any consultation with a Client that was not individually arranged or approved by ATechs in advance. Once a consultation has finished, if a Client requests more consultations or additional work, ATechs must give you explicit written approval before you can commence (written approval includes email communication).
All consultations must be set up through ATechs. If you are contacted by a Client without prior arrangement through ATechs for a consultation, then you are not eligible for payment for that time. Clients are not authorized to set up consultations solely through contacting Experts; consultations must be set up through ATechs.
As an Expert, you will be expected to provide information during any consultation in good faith, to the best of your ability and at all times consistent with these Terms & Conditions. You understand and acknowledge that each Client is an intended third-party beneficiary of these Terms & Conditions and shall therefore have the right to enforce your compliance with its terms.
You may not sub-contract your rights and obligations under this agreement to a third party without prior written consent from ATechs.
Your participation with the Expert consultations is always at your discretion.
4. TERMS OF EXPERT CONDUCT
By accepting these Terms & Conditions, you agree that Clients are allowed to use any ideas, concepts, or techniques contained in the content you submit to ATechs and to the Client for any purpose (including developing, manufacturing and marketing products using such information). Any inventions, discoveries or improvements that are based in full or in part on the content and information you create for a Client (including all intellectual property rights) shall be owned entirely by the Client.
You are solely responsible for all content you submit to ATechs and Clients, and you agree not to submit content that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms & Conditions. Any content that you submit for publication with ATechs shall be owned by ATechs and you shall retain no license to use such publications.
COMMUNICATION
If you communicate with a person who is not a member of ATechs, you agree:
- to not describe yourself as working for, or on behalf of ATechs or any Clients;
- to not disclose information about the Client (including to other Clients you may have);
- to not give anything of value to, or otherwise compensate such person to provide you with information related to ATechs or Clients;
- to not solicit information that would cause the person to violate this or any agreement.
INVESTMENT & PROFESSIONAL ADVICE
By accepting these Terms & Conditions, you represent that you are not registered as an investment advisor and you are not an agent or representative of any investment advisor. During the consultations, you agree not to provide investment, legal, medical, accounting or other professional opinions. You agree to never give false or misleading information to ATechs or its Clients. Additionally, you agree to update your biographical and background information on a regular basis, including prior to accepting any consultations with Clients.
INDEMNIFICATION
You agree to indemnify and hold harmless ATechs, its Clients, and other affiliates, and their respective officers, directors, employees, members, managers, agents, representatives, and assigns from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses), and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms & Conditions.
CONFIDENTIALITY
By accepting these Terms & Conditions, you agree that any confidential information disclosed to you during your participation with ATechs and Clients are the proprietary and confidential property of ATechs and/or Clients (and/or agent(s) if applicable). “Confidential information” includes all information (written, oral or otherwise) related to ATechs or any Clients (including, the names of Clients and their employees, discussions between you and Clients, information and materials exchanged, opinions expressed, work commissioned by ATechs and Clients, proprietary information, and intellectual property). You shall not disclose confidential information to any third party unless you have obtained any necessary consent or approval required from a third party to participate in a consultation. Such a disclosure must be strictly necessary and must be made subject to an agreement of confidentiality. Additionally, you must obtain written approval from ATechs and the Client prior approval in each case. You shall not use confidential information for personal benefit (including making investment or trading decisions).
You represent that all materials you submit to ATechs or Clients are your intellectual property, or you have obtained the necessary permissions to such content, or such content is publicly known information. If a Client selects you for a consultation, the content you create in connection with that consultation is solely owned by the Client and may be used by such Client for the purposes permitted under agreement between ATechs and that Client.
If the confidential information is required to be disclosed by law or by regulation you must consult with ATechs and the Client as early as possible before disclosing the confidential information. You shall to the fullest extent legally permissible notify ATechs and Client of the information to be disclosed and of the circumstances in which the disclosure is alleged, prior to the disclosure. You also agree to take reasonable actions in avoiding and limiting such disclosure.
Some Clients may require collaborative efforts between you, the Client and other Experts. These Terms & Conditions also apply to other Experts as they apply to you and the Clients. Clients may request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation with them.
You must maintain confidentiality until the confidential information becomes publicly available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.
You acknowledge and agree that any breach of confidentiality may cause irreparable harm to ATechs and Clients and that damages would be an insufficient remedy in respect of such breach. ATechs shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.
Furthermore, you must not name Clients you have worked with on your resume or in your profile on the Site. Any disclosure of your prior Clients shall be arranged between ATechs and its Clients and ATechs will give you written approval as to what can be disclosed in such a case.
NON-SOLICITATION
By accepting these Terms & Conditions, you agree that for a period of one year from the completion of the most recent consultation with a Client, you will not solicit services or propose any kind of consulting or similar relationship with any Clients without prior written consent from ATechs. You also agree that for a period of one year after your termination with ATechs, you will not (directly or indirectly) solicit for employment, employ or hire any employee of any Clients, other Experts, or any employees of ATechs.
COPYRIGHT
All material on the Site is protected by copyright. When you post material, you agree that you are granting ATechs the non-exclusive right to publish, broadcast, copy, distribute and make available for download such material, whether alone or in combination with other materials. As an Expert, you are allowed to download material from the Site for your personal use, and if it necessary for you to use such material for any other use, prior written permission from ATechs must be requested. Once you provide ATechs with materials for the Site, ATechs owns such material, unless it is explicitly labeled as having been previously published in a publicly accessible format and/or another party owns a copyright to such material.
SEVERABILITY
In the event that any part of these Terms & Conditions shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, then that term or condition shall, to that extent, be severed from the remaining terms and conditions, which shall remain valid and enforceable to the fullest extent permitted by law.
LIABILITY
By accepting these Terms & Conditions, you agree that under no circumstances will ATechs be liable to you or any other party for any indirect, incidental, consequential, exemplary or punitive damages arising from or relating to your conduct as an ATechs Expert, or your other interactions with ATechs and Clients. ATechs shall not be liable for any claims against you by third parties. You are solely responsible for your actions. ATechs shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
ATechs agrees not to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services as under these Terms & Conditions, so long as such damages do not relate to a failure by you to comply with these Terms & Conditions, or conduct that constitutes gross negligence or intentional misconduct.
GOVERNMENT
If you are a government employee in a country that forbids government employees from participating in outside consulting projects, you may not be an Expert with ATechs. Additionally, you will not discuss government legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence.
As an Expert, you are prohibited from providing or receiving anything of value to or from any government official in return for an unfair business advantage or other improper benefit to you, ATechs or Clients.
CLINICAL TRIALS
If at any point you are required to participate in a clinical trial, you may have duties or obligations to treat certain related information as confidential. You must satisfy those duties and obligations. You must never disclose any confidential information learned in the course of your consulting or clinical trial participation.
5. TERMS OF EXPERT PAYMENT
Payments will be made following the completion of an Expert’s consultation, within 30 days following the Expert’s request for payment through the Site or by e-mail to expertsupport@atechs.com. The payment is determined by applying the Expert’s agreed upon fee rate to the consultation time rounded up to the nearest minute. Experts must submit requests for payment within 90 days after the consultation. Any requests for payment received 90 days after the completion of a consultation will not be honored. ATechs reserves the right of non-payment if the request for payment is not made within the 90 days after consultation.
ATechs will provide Experts with U.S. I.R.S. Form 1099, as required, for all payments.
As an Expert, you will be paid based on your individual consulting fee, which is agreed upon by you and ATechs at the start of your membership. You may only change your consulting fee rates upon written notice to ATechs, and the new fee rate only applies after ATechs has agreed in writing to the new consulting fee rate. Within 5 days of each consultation, you and Client will confirm in writing to ATechs that the consultation took place. You will request payment using the Site to report the duration of the consultation, the agreed upon fee rates, and the bank account details into which ATechs shall pay you the applicable fees. Unless you have received prior written authorization from ATechs and Client, you will not be compensated for any research in preparation of or in follow-up to a consultation. Clients cannot authorize such additional work without notification to ATechs.
By accepting these Terms & Conditions, you agree that you are personally responsible and liable for all taxes (and other payments) due on payments received by you for services provided under these Terms & Conditions. If you are an Expert from outside of the United States, you may be asked to confirm such status. Please note that your contract will be with ATechs, LLC, a U.S. entity.
If you are employed at any time during your membership as an Expert, you must follow your employer's policies that relate to payment by ATechs.
Additionally, as a condition of payment, you agree to properly complete and deliver to ATechs all information required for ATechs to comply with applicable tax reporting and withholding obligations. For security procedures, ATechs may require you to provide additional information (including your Social Security number or Tax Identification number) about yourself or your organization.
In the rare event that you do not receive payment, you shall notify ATechs in writing within 6 months after you have submitted the request for payment. ATechs reserves the right of non-payment if you do not notify within the 6 month period. All issues of non-payment shall be investigated by ATechs to ensure the payments are transferred as soon as possible.
In the event that a Client disputes your request for payment, ATechs may withhold payment until the dispute is resolved. By accepting these Terms & Conditions, you agree that ATechs has the final authority to resolve a dispute to ATechs’ discretion, and you agree that you are bound to that decision. Additionally, if you violate any of these Terms & Conditions, you understand that you have no right to payment.
6. TERMS OF EXPERT TERMINATION
As an Expert, you may terminate your membership at any time by providing ATechs with written notice. To terminate your membership, contact expertsupport@atechs.com and provide your reason from termination. ATechs may terminate your membership at any time without providing written notice. Termination of membership shall be without prejudice to the rights and obligations of these Terms & Conditions.
Termination shall not relieve you of your obligations under these Terms & Conditions intended to survive termination (including, confidentiality, non-solicitation, copyright, indemnification, and limitation of liability). After you have terminated your membership, you must return or delete all Confidential Information.
7. PRIVACY POLICY
To become an ATechs Expert, you are required to provide personal information about yourself that will help to: match your expertise with the needs of Clients; market ATechs’ services to potential Clients; and for other business purposes. ATechs will not sell your information to a third-party marketer or any similar organization.
By accepting these Terms & Conditions, you agree that ATechs can use your personal information to contact you about consulting opportunities with Clients, and that ATechs may disclose such personal information to Clients. You also agree that ATechs has the right to utilize and publish any information you provide during and after the registration process in its marketing materials (including by displaying such information on the Site, ATechs’ third party partner websites, printed media and other materials) for the purpose of promoting ATechs’ business. Additionally, ATechs reserves the right to use your personal information to contact any relevant third-parties (including current and former employers and clients) to confirm that your participation as an ATechs Expert is permissible. Furthermore, you agree that should your membership terminate and you have participated in any consultations, then ATechs may retain your personal information, provided that ATechs will protect all information in accordance with these Terms & Conditions.
The information of ATechs’ Experts is stored in a database in the United States and will be accessed by the ATechs staff and third parties with whom have been contracted. If your information is gathered outside the United States, you agree that it may be transferred to ATechs’ United States offices to be used for the purposes stated in these Terms & Conditions.
You agree that you will cooperate fully with ATechs, its Clients and affiliates in connection with any inquiry or investigation (whether formal or informal), and any defense or prosecution of any claims or actions. You also agree that ATechs may disclose your personal information to third parties for reasons including: in order to meet requirements of law or legal processes; to protect and defend the rights of the property of ATechs, and/or Clients. Additionally, you agree that Clients, if required by law or the Client's compliance policies, may disclose information about their consultations with you, (which may include your name and the amount you were paid for a consultation).
You agree that ATechs reserves the right to conduct background checks on you (including through third-party services). ATechs may verify your employment history, education credentials, and check for criminal history. Additionally, ATechs may seek to verify the description, duration, and accurate invoicing of consultations you have conducted for Clients.
If ATechs sells all or part of its company or enters into a joint venture with another business entity, you agree that ATechs may disclose your information to its new business partners or owners.
These Terms & Conditions do not create a partnership, a joint venture, or a relationship of principal and agent between you, ATechs and/or Clients.
ATechs at all times will protect your information in accordance these Terms & Conditions.
ATechs may transfer, assign or terminate any or all of its rights and obligations under these Terms & Conditions.
By signing these Terms & Conditions, you acknowledge to ATechs and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
These Terms & Conditions were last updated on June 1, 2010.
© 2010 ATechs. All rights reserved.
1. OVERVIEW
ATechs is a network of professionals in various technical industries ("Experts") who give their technical insight to businesses, organizations and other professionals ("Clients"). Clients seek ATechs Experts for various consultations, including scheduled telephone consultations. ATechs Experts can also commit to other activities, including rewards for referring qualified friends and colleagues, communicating online with other Experts and/or clients, and other networking using the ATechs website (“Site”).
2. EXPERT REQUIREMENTS & MEMBERSHIP POLICIES
ATechs Experts are professionals who have mastered their technical fields in one or more of the categories provided on the Site. ATechs Experts provide Clients with unbiased information and insight into the Expert's technical expertise. This information allows the Clients to make informed technical and business decisions.
Your membership is subject to and conditional upon your acceptance of these Terms & Conditions. To become an ATechs Expert, you'll first need to provide accurate and complete biographical and background information about you and your expertise, including your abilities to consult on particular topics. Your information will be used to provide Clients a profile of your educational and work history. By agreeing to these Terms & Conditions, you agree that ATechs may provide some or all of your information to Clients, and some information may be revised on your behalf with information provided by you or others. You also agree to regularly update your biographical and background information during your membership as such information may change.
Once you are an ATechs Expert, Clients may request to contact you to set up a consultation. To maintain your membership as an ATechs Expert you are under no obligation to participate in any consultations and you can request to decline any offers to consult the Clients. The frequency of the consultation requests is determined by the Clients and there is no guarantee you will be selected to consult with the Clients.
It is your responsibility to determine whether it is appropriate for you to join the ATechs Experts. As an Expert, you are an independent contractor of ATechs and you may not refer to ATechs or the Clients as your employer. Additionally, you have no authority to act on behalf of ATechs or the Clients.
Other Conditions of Membership:
- Your membership and participation with ATechs must not cause you to break any other agreements or legal obligations (this can include current or previous employers, and other consulting services).
- Your membership and participation with ATechs must not cause you to violate other obligations, policies, agreements, or codes of conduct (this can include current or previous employers, and other consulting services).
- Your membership and participation with ATechs must not cause you to violate any law.
- Your membership and participation with ATechs must not present a conflict of interest (including if the Client is a competitor company to the current company where you work).
- You must not disclose any confidential or proprietary information (including trade secrets) owned by another person or entity.
- You must not give investment advice (including rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security).
- Your membership as an ATechs Expert may be suspended or terminated at any time by both you and ATechs. If such an event were to happen you will receive an email as notification.
- You must not have been convicted or charged with any felony, or the subject of an investigation by any regulatory authorities (state, federal or foreign).
- If you work for an organization that is the subject of a tender offer, or you are at an organization that has acted on behalf of a company in connection with such tender offer, you agree to decline all invitations to consultation while the tender offer process takes place.
- If you hold a professional license, you must not have been subject to any disciplinary actions with respect to that license by any state, federal, foreign, or professional body.
- You must keep all usernames and passwords confidential.
Additional conditions for healthcare professionals:
- You must represent that you are duly licensed and represent the state(s) or province(s) where you currently practice.
- You must not disclose to ATechs and Clients any patient information prohibited by law.
- You must not give medical advice during consultations or through your participation with ATechs.
- If you are involved in a clinical trial, you shall not discuss trial results or patient experience until such information has been made public.
- Clients must not influence your decisions about what drugs, medical devices or services to use in your practice. If a Client ever tries to influence your medical decisions, market products or services to you, or make any medical recommendations you must immediately end the consultation and notify ATechs.
- You represent that you have not been excluded, debarred, suspended or otherwise ineligible to participate in federal and/or state programs, or listed on the List of Excluded Individuals/Entities issued by the Office of Inspector General of the U.S. Department of Health and Human Services Office and/or the Debarment List of the U.S. Food and Drug Administration, and if your status should change with respect to any of these representations, you shall immediately notify ATechs and terminate you membership.
If at any time during your membership you risk violating any of the Terms & Conditions, you must decline participation with that particular Client and inform ATechs of the reasoning. Violating these Terms & Conditions will lead to termination of membership. You are responsible for ensuring your continued compliance with these Terms & Conditions. ATechs typically does not participate in your interactions with Clients and shall not be liable or responsible for the content of consultations.
3. EXPERT CONSULTATIONS
As an ATechs Expert, you may receive requests by Clients to participate in consultations related to your expertise. ATechs works with Clients to match you and your technical background with appropriate Clients. Once you accept any request to consultation, you are confirming to ATechs and Clients that your biographical information is current and accurate, and you are fully qualified to speak about the subject matter of the consultation. During each consultation you shall act as an independent contractor of ATechs, and you agree to not make any unauthorized use of ATechs’ name. Additionally, you agree that you are liable for all applicable tax withholding and reporting obligations that may come from any payments made by ATechs to you.
After receiving a request to consultation, you should either accept or decline within 24 hours of the request. Upon accepting the request, the consultation should be scheduled within 7 days. It is expected that all consultations you provide will be performed in a timely, diligent and professional manner consistent with highest industry practice. To prepare yourself for the topic of the consultation, it is expected that you shall prepare for each consultation for no more than 15 minutes. You will not be paid for the preparation time. You will not be paid for any consultation with a Client that was not individually arranged or approved by ATechs in advance. Once a consultation has finished, if a Client requests more consultations or additional work, ATechs must give you explicit written approval before you can commence (written approval includes email communication).
All consultations must be set up through ATechs. If you are contacted by a Client without prior arrangement through ATechs for a consultation, then you are not eligible for payment for that time. Clients are not authorized to set up consultations solely through contacting Experts; consultations must be set up through ATechs.
As an Expert, you will be expected to provide information during any consultation in good faith, to the best of your ability and at all times consistent with these Terms & Conditions. You understand and acknowledge that each Client is an intended third-party beneficiary of these Terms & Conditions and shall therefore have the right to enforce your compliance with its terms.
You may not sub-contract your rights and obligations under this agreement to a third party without prior written consent from ATechs.
Your participation with the Expert consultations is always at your discretion.
4. TERMS OF EXPERT CONDUCT
By accepting these Terms & Conditions, you agree that Clients are allowed to use any ideas, concepts, or techniques contained in the content you submit to ATechs and to the Client for any purpose (including developing, manufacturing and marketing products using such information). Any inventions, discoveries or improvements that are based in full or in part on the content and information you create for a Client (including all intellectual property rights) shall be owned entirely by the Client.
You are solely responsible for all content you submit to ATechs and Clients, and you agree not to submit content that is unlawful, threatening, defamatory, profane, deceptive, or misleading, or otherwise violates these Terms & Conditions. Any content that you submit for publication with ATechs shall be owned by ATechs and you shall retain no license to use such publications.
COMMUNICATION
If you communicate with a person who is not a member of ATechs, you agree:
- to not describe yourself as working for, or on behalf of ATechs or any Clients;
- to not disclose information about the Client (including to other Clients you may have);
- to not give anything of value to, or otherwise compensate such person to provide you with information related to ATechs or Clients;
- to not solicit information that would cause the person to violate this or any agreement.
INVESTMENT & PROFESSIONAL ADVICE
By accepting these Terms & Conditions, you represent that you are not registered as an investment advisor and you are not an agent or representative of any investment advisor. During the consultations, you agree not to provide investment, legal, medical, accounting or other professional opinions. You agree to never give false or misleading information to ATechs or its Clients. Additionally, you agree to update your biographical and background information on a regular basis, including prior to accepting any consultations with Clients.
INDEMNIFICATION
You agree to indemnify and hold harmless ATechs, its Clients, and other affiliates, and their respective officers, directors, employees, members, managers, agents, representatives, and assigns from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses), and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms & Conditions.
CONFIDENTIALITY
By accepting these Terms & Conditions, you agree that any confidential information disclosed to you during your participation with ATechs and Clients are the proprietary and confidential property of ATechs and/or Clients (and/or agent(s) if applicable). “Confidential information” includes all information (written, oral or otherwise) related to ATechs or any Clients (including, the names of Clients and their employees, discussions between you and Clients, information and materials exchanged, opinions expressed, work commissioned by ATechs and Clients, proprietary information, and intellectual property). You shall not disclose confidential information to any third party unless you have obtained any necessary consent or approval required from a third party to participate in a consultation. Such a disclosure must be strictly necessary and must be made subject to an agreement of confidentiality. Additionally, you must obtain written approval from ATechs and the Client prior approval in each case. You shall not use confidential information for personal benefit (including making investment or trading decisions).
You represent that all materials you submit to ATechs or Clients are your intellectual property, or you have obtained the necessary permissions to such content, or such content is publicly known information. If a Client selects you for a consultation, the content you create in connection with that consultation is solely owned by the Client and may be used by such Client for the purposes permitted under agreement between ATechs and that Client.
If the confidential information is required to be disclosed by law or by regulation you must consult with ATechs and the Client as early as possible before disclosing the confidential information. You shall to the fullest extent legally permissible notify ATechs and Client of the information to be disclosed and of the circumstances in which the disclosure is alleged, prior to the disclosure. You also agree to take reasonable actions in avoiding and limiting such disclosure.
Some Clients may require collaborative efforts between you, the Client and other Experts. These Terms & Conditions also apply to other Experts as they apply to you and the Clients. Clients may request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation with them.
You must maintain confidentiality until the confidential information becomes publicly available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.
You acknowledge and agree that any breach of confidentiality may cause irreparable harm to ATechs and Clients and that damages would be an insufficient remedy in respect of such breach. ATechs shall be entitled to seek injunctive relief and other applicable equitable remedies in respect of any such breach.
Furthermore, you must not name Clients you have worked with on your resume or in your profile on the Site. Any disclosure of your prior Clients shall be arranged between ATechs and its Clients and ATechs will give you written approval as to what can be disclosed in such a case.
NON-SOLICITATION
By accepting these Terms & Conditions, you agree that for a period of one year from the completion of the most recent consultation with a Client, you will not solicit services or propose any kind of consulting or similar relationship with any Clients without prior written consent from ATechs. You also agree that for a period of one year after your termination with ATechs, you will not (directly or indirectly) solicit for employment, employ or hire any employee of any Clients, other Experts, or any employees of ATechs.
COPYRIGHT
All material on the Site is protected by copyright. When you post material, you agree that you are granting ATechs the non-exclusive right to publish, broadcast, copy, distribute and make available for download such material, whether alone or in combination with other materials. As an Expert, you are allowed to download material from the Site for your personal use, and if it necessary for you to use such material for any other use, prior written permission from ATechs must be requested. Once you provide ATechs with materials for the Site, ATechs owns such material, unless it is explicitly labeled as having been previously published in a publicly accessible format and/or another party owns a copyright to such material.
SEVERABILITY
In the event that any part of these Terms & Conditions shall be determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, then that term or condition shall, to that extent, be severed from the remaining terms and conditions, which shall remain valid and enforceable to the fullest extent permitted by law.
LIABILITY
By accepting these Terms & Conditions, you agree that under no circumstances will ATechs be liable to you or any other party for any indirect, incidental, consequential, exemplary or punitive damages arising from or relating to your conduct as an ATechs Expert, or your other interactions with ATechs and Clients. ATechs shall not be liable for any claims against you by third parties. You are solely responsible for your actions. ATechs shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
ATechs agrees not to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services as under these Terms & Conditions, so long as such damages do not relate to a failure by you to comply with these Terms & Conditions, or conduct that constitutes gross negligence or intentional misconduct.
GOVERNMENT
If you are a government employee in a country that forbids government employees from participating in outside consulting projects, you may not be an Expert with ATechs. Additionally, you will not discuss government legislation, regulation, policy, contracts or other business that you are in a position to vote upon or otherwise influence.
As an Expert, you are prohibited from providing or receiving anything of value to or from any government official in return for an unfair business advantage or other improper benefit to you, ATechs or Clients.
CLINICAL TRIALS
If at any point you are required to participate in a clinical trial, you may have duties or obligations to treat certain related information as confidential. You must satisfy those duties and obligations. You must never disclose any confidential information learned in the course of your consulting or clinical trial participation.
5. TERMS OF EXPERT PAYMENT
Payments will be made following the completion of an Expert’s consultation, within 30 days following the Expert’s request for payment through the Site or by e-mail to expertsupport@atechs.com. The payment is determined by applying the Expert’s agreed upon fee rate to the consultation time rounded up to the nearest minute. Experts must submit requests for payment within 90 days after the consultation. Any requests for payment received 90 days after the completion of a consultation will not be honored. ATechs reserves the right of non-payment if the request for payment is not made within the 90 days after consultation.
ATechs will provide Experts with U.S. I.R.S. Form 1099, as required, for all payments.
As an Expert, you will be paid based on your individual consulting fee, which is agreed upon by you and ATechs at the start of your membership. You may only change your consulting fee rates upon written notice to ATechs, and the new fee rate only applies after ATechs has agreed in writing to the new consulting fee rate. Within 5 days of each consultation, you and Client will confirm in writing to ATechs that the consultation took place. You will request payment using the Site to report the duration of the consultation, the agreed upon fee rates, and the bank account details into which ATechs shall pay you the applicable fees. Unless you have received prior written authorization from ATechs and Client, you will not be compensated for any research in preparation of or in follow-up to a consultation. Clients cannot authorize such additional work without notification to ATechs.
By accepting these Terms & Conditions, you agree that you are personally responsible and liable for all taxes (and other payments) due on payments received by you for services provided under these Terms & Conditions. If you are an Expert from outside of the United States, you may be asked to confirm such status. Please note that your contract will be with ATechs, LLC, a U.S. entity.
If you are employed at any time during your membership as an Expert, you must follow your employer's policies that relate to payment by ATechs.
Additionally, as a condition of payment, you agree to properly complete and deliver to ATechs all information required for ATechs to comply with applicable tax reporting and withholding obligations. For security procedures, ATechs may require you to provide additional information (including your Social Security number or Tax Identification number) about yourself or your organization.
In the rare event that you do not receive payment, you shall notify ATechs in writing within 6 months after you have submitted the request for payment. ATechs reserves the right of non-payment if you do not notify within the 6 month period. All issues of non-payment shall be investigated by ATechs to ensure the payments are transferred as soon as possible.
In the event that a Client disputes your request for payment, ATechs may withhold payment until the dispute is resolved. By accepting these Terms & Conditions, you agree that ATechs has the final authority to resolve a dispute to ATechs’ discretion, and you agree that you are bound to that decision. Additionally, if you violate any of these Terms & Conditions, you understand that you have no right to payment.
6. TERMS OF EXPERT TERMINATION
As an Expert, you may terminate your membership at any time by providing ATechs with written notice. To terminate your membership, contact expertsupport@atechs.com and provide your reason from termination. ATechs may terminate your membership at any time without providing written notice. Termination of membership shall be without prejudice to the rights and obligations of these Terms & Conditions.
Termination shall not relieve you of your obligations under these Terms & Conditions intended to survive termination (including, confidentiality, non-solicitation, copyright, indemnification, and limitation of liability). After you have terminated your membership, you must return or delete all Confidential Information.
7. PRIVACY POLICY
To become an ATechs Expert, you are required to provide personal information about yourself that will help to: match your expertise with the needs of Clients; market ATechs’ services to potential Clients; and for other business purposes. ATechs will not sell your information to a third-party marketer or any similar organization.
By accepting these Terms & Conditions, you agree that ATechs can use your personal information to contact you about consulting opportunities with Clients, and that ATechs may disclose such personal information to Clients. You also agree that ATechs has the right to utilize and publish any information you provide during and after the registration process in its marketing materials (including by displaying such information on the Site, ATechs’ third party partner websites, printed media and other materials) for the purpose of promoting ATechs’ business. Additionally, ATechs reserves the right to use your personal information to contact any relevant third-parties (including current and former employers and clients) to confirm that your participation as an ATechs Expert is permissible. Furthermore, you agree that should your membership terminate and you have participated in any consultations, then ATechs may retain your personal information, provided that ATechs will protect all information in accordance with these Terms & Conditions.
The information of ATechs’ Experts is stored in a database in the United States and will be accessed by the ATechs staff and third parties with whom have been contracted. If your information is gathered outside the United States, you agree that it may be transferred to ATechs’ United States offices to be used for the purposes stated in these Terms & Conditions.
You agree that you will cooperate fully with ATechs, its Clients and affiliates in connection with any inquiry or investigation (whether formal or informal), and any defense or prosecution of any claims or actions. You also agree that ATechs may disclose your personal information to third parties for reasons including: in order to meet requirements of law or legal processes; to protect and defend the rights of the property of ATechs, and/or Clients. Additionally, you agree that Clients, if required by law or the Client's compliance policies, may disclose information about their consultations with you, (which may include your name and the amount you were paid for a consultation).
You agree that ATechs reserves the right to conduct background checks on you (including through third-party services). ATechs may verify your employment history, education credentials, and check for criminal history. Additionally, ATechs may seek to verify the description, duration, and accurate invoicing of consultations you have conducted for Clients.
If ATechs sells all or part of its company or enters into a joint venture with another business entity, you agree that ATechs may disclose your information to its new business partners or owners.
These Terms & Conditions do not create a partnership, a joint venture, or a relationship of principal and agent between you, ATechs and/or Clients.
ATechs at all times will protect your information in accordance these Terms & Conditions.
ATechs may transfer, assign or terminate any or all of its rights and obligations under these Terms & Conditions.
By signing these Terms & Conditions, you acknowledge to ATechs and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
These Terms & Conditions were last updated on June 1, 2010.
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