Expert Terms & Conditions

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

Source Pivot LLC is a premier market research agency specializing in Field Work Solutions. We empower consultancies and market research firms by providing comprehensive support for both qualitative and quantitative studies through leveraging our extensive global network of industry experts along with our active fieldwork team. With a proven track record across diverse industries and regions, including APAC, EMEA, and the Americas, Source Pivot is dedicated to delivering actionable insights that support informed business strategies and decision-making.

The Expert represents that they possess subject matter expertise and the necessary qualifications, experience, and/or abilities to provide services to Source Pivot and its Clients. The Expert agrees to provide such services pursuant to the terms and conditions set forth in this Agreement.

Based on our Clients' needs, we may reach out to you to gauge your suitability and availability for participation in various consulting projects, each a "Project" and collectively, "Projects." Participation in Projects may include telephone consultations, teleconferences, online surveys, meetings, or discussion groups, depending on our Clients' requirements. Your participation in a Project is entirely voluntary. Source Pivot 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. By consenting to the foregoing, you hereby agree to abide by and be bound by the terms and conditions set forth in this Agreement.

By accepting this Agreement, you agree to become a member of our expert network, the "Source Pivot Expert Network," which comprises individuals with specialized knowledge who are willing to offer their expertise to Source Pivot and/or its Clients.

Accuracy of Information: You represent that the biographical information provided to Source Pivot is accurate and undertake never to disseminate false or misleading information to Source Pivot or its Clients.

Confidentiality: You acknowledge that you will not disclose any confidential or proprietary information or trade secrets of any person or entity, including your current employer, in providing consulting services under this Agreement.

Non-Disclosure: You agree not to divulge to any third party, unless required by law, the contents or existence of any consulting engagement with any Source Pivot Client, including the name of the Client or its employees, without obtaining prior written consent from the Client.

Conflict of Interest: You represent that your membership in the Source Pivot Expert Network does not present any known conflict of interest and does not breach or threaten to breach any legal obligation you may have to any person or entity.

Insider Trading: You agree not to disclose material non-public information that, if used by any person, might constitute illegal insider trading.

Eligibility: You are solely responsible for determining your eligibility to join the Source Pivot Expert Network. Review any legal contracts, such as employment agreements, non-disclosure agreements, or codes of ethics, that may limit your involvement.

Conflict of Interest: You have the right to decline participation in any Project that may cause a conflict of interest. If such a conflict arises, you must notify Source Pivot immediately.

Regulated Advice: You agree not to provide investment, legal, medical, financial, accounting, or other regulated advice during your participation in Projects.

Good Faith: You agree to act in good faith and comply with all terms of this Agreement and any other applicable obligations.

Voluntary Participation: You may participate in Projects on a case-by-case basis, accepting only those requests that do not raise conflicts of interest or violate legal or contractual obligations.

Duration: The duration of each Project is determined by the Client and may differ from the initially scheduled time.

Approval Required: You may only undertake Projects with Clients that have been arranged or approved by Source Pivot. Any direct engagement with a Client without Source Pivot's approval will not be compensated.

Independent Contractor Status: Your participation in Projects does not create an employer-employee relationship with Source Pivot or its Clients. You are responsible for all taxes and payments due on compensation received.

Compensation for Services: Experts will be compensated for their consulting services and/or participation in Projects at the rates or honoraria agreed upon in writing between the Expert and Source Pivot LLC.

Prorated Payments: Unless otherwise agreed in writing, payments for an Expert's participation in a Project or consultation will be prorated by the minute based on the actual duration of their participation. The duration of each Project or consultation is determined solely by the Company's Client and may differ from the initially scheduled length of time.

Eligibility for Payment: Experts will be eligible to receive payment for their participation in a Project or consultation only upon successful completion of the Project or consultation, absence of objections from the Company and/or the Company's Client regarding services rendered, and consent and consistent adherence to this Agreement by the Expert.

Compensation for Cancelled Projects: Unless otherwise agreed in writing, Experts will not be entitled to receive compensation for Projects or consultations that do not take place, even if previously scheduled.

Payment Processing: Payments will be processed through a Company-approved disbursement channel, which may include physical checks, e-checks, or other electronic payment methods. For qualitative Projects or consultations, payment will typically be issued within four (4) to six (6) weeks following successful completion. For quantitative surveys or consultations, payments will be processed within four (4) to six (6) weeks following successful participation, subject to approval from the relevant Client.

Delays in Payment: In the event of unexpected developments or circumstances beyond the Company's control, such as delays in Client approvals or financial processing issues, payments may occasionally be delayed. The Company will make reasonable efforts to resolve such delays promptly and ensure payments are processed as soon as possible.

Payment Expiry: Experts shall have thirty (30) days from the date of disbursement to cash their payment. Failure to do so within this time frame will result in the debt being considered settled. The Expert agrees to hold the Company and its executives/employees harmless for any consequences arising from missing the designated time frame.

Rate Modifications: Experts may request modifications to their rates or honorarium by providing written notice to the Company. Such adjustments will not take effect until the Company provides written approval confirming the changes. Once an Expert has agreed to participate in a specific Project, the agreed-upon rate for that Project cannot be altered. Any new rates will apply only to future Projects. Disclosure of billing rates or honorarium to Clients or third parties without the Company's prior written consent is strictly prohibited.

Tax Compliance: In compliance with U.S. federal reporting requirements, Experts who receive payments exceeding a specified threshold in a tax year may be required to provide the Company 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.

Nature of Relationship: Experts acknowledge and agree that their involvement in the Source Pivot Expert Network and participation in any Projects or consultations shall be performed strictly as an independent contractor.

No Employment Relationship: An Expert shall not be considered an employee, partner, member, officer, director, shareholder, or joint venturer of Source Pivot. Experts shall have no authority to bind or obligate Source Pivot, nor to enter into any agreement on behalf of Source Pivot.

Prohibition on Misrepresentation: Experts may not hold themselves out as having the authority to act on behalf of Source Pivot. Experts may not subcontract, assign, or delegate their obligations under this Agreement, or employ agents or employees to perform such obligations, without the prior written consent of Source Pivot.

Tax and Withholding Responsibilities: Source Pivot will pay any fees owed to Experts without withholding federal, state, or local income taxes or similar withholdings. Experts waive the withholding of workers' compensation, statutory disability, and other employee fringe benefits, including pension and health benefits. As an independent contractor, Experts understand that Source Pivot will not provide any such benefits.

Ineligibility for Employment Benefits: Experts acknowledge that they are not eligible for any employment benefits from Source Pivot or its Clients in connection with their participation in any Project. Experts shall not identify Source Pivot or its Clients as their employer on any tax information forms, unemployment compensation applications, or similar documents.

Obligation of Confidentiality: Experts shall maintain the confidentiality of all information communicated or made accessible to them by Source Pivot LLC, the Source Pivot Expert Network, and/or Source Pivot Clients, both during and after the termination of any consultation or Project. This includes trade secrets, business operations, strategies, and any other proprietary information.

Non-Disclosure of Confidential Information: Experts agree not to disclose, communicate, or reveal any Confidential Information without the express written consent of Source Pivot, which may be withheld at Source Pivot's sole discretion.

Definition of Confidential Information: Confidential Information includes all information, regardless of form, that is designated as confidential or that should reasonably be considered confidential; any work product, results, or materials developed in the course of Projects; Client identities; Client employees; questions posed by Clients; topics discussed; shared materials; opinions expressed; or any work commissioned by Source Pivot or its Clients.

Additional Non-Disclosure Agreements: Experts agree to review and, if required, execute additional consent forms or non-disclosure agreements with a Source Pivot Client as a condition of working with that Client.

Disclosure Required by Law: If disclosure of Confidential Information is mandated by law, Experts must immediately notify Source Pivot and cooperate fully to utilize any available legal exemptions or rights to prevent such disclosure, to the extent permitted by applicable laws.

Prohibition on Unauthorized Use: Experts are explicitly prohibited from using Confidential Information for any purpose not expressly authorized by this Agreement, including personal gain such as investment or trading decisions.

Duration of Confidentiality Obligations: The obligation to maintain confidentiality shall continue until the Confidential Information becomes publicly known through no fault of the Expert or any other party bound by a duty of confidentiality.

Consequences of Breach: Experts acknowledge that any breach of these confidentiality obligations may cause irreparable harm to Source Pivot and its Clients. Source Pivot reserves the right to pursue all appropriate legal remedies, including injunctive relief.

Discretion in Handling Confidential Information: Experts commit to treating all acquired Confidential Information with the utmost discretion and shall not disclose it to third parties without Source Pivot's prior written consent, except as provided in this Agreement.

Criminal History Disclosure: Experts affirm that they have not been convicted of, pleaded guilty to, or admitted to committing any criminal offense involving dishonesty or deception, such as theft or fraud, or any crime punishable by imprisonment of six (6) months or more, such as a felony in the United States.

Regulatory and Legal History: Experts confirm that they have not been subject to any orders, judgments, actions, or investigations by courts, regulatory bodies, or self-regulatory organizations concerning violations of securities laws or allegations of civil or criminal fraud or deceptive practices.

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

Ongoing Disclosure Obligations: Experts must promptly disclose to Source Pivot 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 by emailing [email protected]. Experts agree to immediately notify Source Pivot of any change in their status regarding these representations.

Verification of Representations: Source Pivot reserves the right to independently verify the accuracy of the Experts' representations at any time.

Recording and Transcription of Projects: Your participation in a Project may, upon Client request, be recorded and/or transcribed in any media ("Recordings") by Source Pivot LLC or its agents. You have the right to notify us if you wish to opt out of such Recordings. By participating in a Project, you consent to the Recordings and acknowledge that they may be shared by Source Pivot with the Client or third parties.

Ownership and Use of Recordings: You authorize Source Pivot or, if applicable, the Source Pivot Client, to own the Recordings royalty-free and exclusively use, share, reproduce, publish, modify, or display them, in whole or in part, for any legitimate business purpose, without additional compensation except as set forth in the Payment section of this Agreement. For uses beyond those explicitly identified in this Agreement, Source Pivot and/or its Client will provide a separate consent form to the Expert.

Client Compliance Protocols: On certain occasions, Source Pivot's Clients may, as part of their compliance protocols, have a professional in addition to the Client user(s) moderating phone consultations. The presence of such professionals may be announced or unannounced, and they may participate actively or remain silent. By agreeing to this Agreement, you consent to consultations being moderated, recorded, and/or transcribed at the election of Source Pivot's Clients.

Termination by Expert: 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 Source Pivot Expert Network at any time by providing written notice to Source Pivot.

Termination by Source Pivot: Source Pivot may suspend, limit, or cancel your access to the Source Pivot Expert Network at any time for any reason without notice, including if we believe you have violated this Agreement, violated our rights or the rights of any third party, provided unverifiable information, or taken actions that may create liabilities for you, Source Pivot, or a third party.

Obligations Upon Termination: Upon termination, you shall immediately return all property belonging to Source Pivot and/or its Clients, irretrievably delete information relating to their business stored on any storage medium, and provide a signed and dated letter confirming compliance with these obligations.

Accuracy of Information: You acknowledge and agree that all biographical, historical professional information, and credentials provided to Source Pivot LLC are truthful and accurate. You further confirm the accuracy of tax identification information or representations provided regarding your engagement as an independent contractor and consultant.

Disclosure of Conflicts of Interest: To the extent not already reflected in your Expert biography, you agree to disclose to Source Pivot any material financial interests or business relationships that you reasonably believe would be relevant in assessing your objectivity or potential conflicts of interest for any Project. If you are unable or unwilling to make such a disclosure, you agree to decline participation in the relevant Project.

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, board member, or hold a similar position. If you were previously employed in the finance or accounting department of a company, you agree not to consult about that company until at least four (4) months after your last date of employment. If a public company for which you are a current director, trustee, officer, board member, or employee 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 Source Pivot Client that is a direct competitor of a company for which you are a current director, trustee, officer, board member, employee, or hold a similar position.

Government Employees: If you are a government employee in a jurisdiction that prohibits outside consulting projects, you may not serve as an Expert or participate in any Project. If you are a government employee, you agree not to consult about matters currently regulated by your agency or department, legislation, regulation, or policy that you can vote upon or influence, or contracts or business you can influence in an official capacity. You agree to notify Source Pivot by updating or deactivating your Expert profile if you become an elected official, candidate for political office, or government or political party official.

Additional Limitations: Source Pivot may, from time to time, inform you of additional limits on Expert engagements that you are required to observe. Source Pivot disclaims any liability arising from your breach or non-compliance with this section.

Investment and Professional Advice: Source Pivot is not a registered investment adviser and does not provide investment advice. You agree not to provide investment advice to Source Pivot or any Source Pivot Client, including advice on the value of any security or the advisability of buying, selling, or investing in any security.

Healthcare Professionals: If you are a healthcare professional, you agree not to disclose any patient or other information prohibited by applicable laws, rules, or regulations, or to dispense medical advice during your service as an Expert. You shall promptly notify Source Pivot if a Client is seeking to speak to you for any purpose other than research, such as marketing products or services. You represent that you are duly licensed in any jurisdictions where you practice and are not listed on any blacklist or prohibited list issued by any regulatory or government authority.

Clinical Trials and Consulting: If you have participated in a clinical trial or provided consulting services, you must comply with all confidentiality obligations, policies, and requirements of the relevant person, entity, institution, or trial sponsor. You may not disclose or discuss confidential information related to clinical trials or consulting, including patient experience information or trial results, until such information is made public. If you are a member of an ongoing clinical trial, you may not discuss the trial until it is completed and results are made public.

Attorneys and Auditors: If you are an attorney, you agree not to consult about clients you currently represent or disclose information that would breach any legal or ethical duty to past or present clients. You will not provide legal advice or establish an attorney-client relationship with Clients through participation in Projects. If you are a current or former auditor, you agree not to consult about companies or organizations you currently audit or have audited within the last three (3) years. You represent that you are duly licensed to practice in your jurisdiction and are in good standing with the relevant professional board or Bar.

Legal Privilege: If a Source Pivot Client initiates a Project involving its legal counsel, the Client may assert legal privilege. The Client's legal counsel may ask you to enter into a separate written engagement agreement. Any such agreement shall prevail over inconsistent terms in this Agreement with respect to your obligations to the Client but shall not modify your obligations to Source Pivot or third parties.

False or Misleading Information: You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment, or knowledge to Source Pivot or any Source Pivot Clients.

Concerns Regarding Client Inquiries or Projects: If you become concerned about the nature of any inquiry or Project by a Source Pivot Client, you must discontinue your participation immediately. Concerns may include a Client attempting to influence your decisions or a Client marketing products or services to you rather than conducting research.

Notification to Source Pivot: You must notify Source Pivot immediately of any such concerns by emailing [email protected]. Provide detailed information about the issue, including the Client's name, the nature of the concern, and any relevant communication.

Assignment of Agreement: Neither this Agreement nor any rights, interests, or obligations under it may be assigned, delegated, or transferred, in whole or in part, by you without the prior written consent of Source Pivot LLC, which may be withheld at Source Pivot's sole discretion. Any attempted assignment, delegation, or transfer without such prior written consent shall be null and void.

Non-Exclusivity: Membership in the Source Pivot Expert Network is non-exclusive. You are free to perform independent services for any person or business, including competitors of Source Pivot. However, you agree not to violate the terms of this Agreement while performing such services.

Project Invitations: Source Pivot makes no representations or guarantees regarding the frequency, quantity, or type of invitations to Projects you will receive or in which you will be invited to participate.

Expert Content: You represent that any information, materials, or content you submit, upload, or provide to a Client or Source Pivot LLC ("Content") is either your intellectual property or you have obtained all necessary permissions or licenses. You are solely responsible for your Content and agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of others, or otherwise violates this Agreement.

Project Content: If a Source Pivot Client selects you for a Project, any Content you create in connection with that Project ("Project Content") shall be solely owned by Source Pivot and/or the Client, including as a work for hire where applicable. Project Content may be used for any purpose permitted under the Client's agreement with you and/or Source Pivot. You hereby assign all right, title, and interest in and to Project Content to Source Pivot and/or the Client.

Retained Content: Content you create independently of, or prior to, any Project ("Retained Content") shall remain your property. However, you grant Source Pivot and/or the Client a perpetual, worldwide, royalty-free, and transferable license, with rights to sublicense through multiple levels, to use, copy, modify, create derivative works, perform, publicly display, distribute, and otherwise exploit any Retained Content included in Project Content.

Use of Ideas and Concepts: You agree that Source Pivot and/or the Client may use any ideas, concepts, know-how, or techniques contained in any Content you provide for any purpose, including developing, manufacturing, and marketing products. Any inventions, discoveries, or improvements based on Content you create for Source Pivot and/or a Client during a Project, along with all related intellectual property rights, shall be owned entirely by Source Pivot and/or the Client.

Source Pivot Publications: Content you submit for publication by Source Pivot ("Publications") shall be owned by Source Pivot. You retain no license to use such Content unless explicitly provided by Source Pivot in the terms of the Publication.

Content License: For all Content other than Project Content, Retained Content, and Recordings, you grant Source Pivot 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 any language or form, for any commercial or non-commercial purpose, unless otherwise agreed in writing.

Content Release and Indemnification: You release Source Pivot and any persons acting under its permission or authority from any claim, liability, or legal action, including claims for defamation, proprietary infringement, or invasion of privacy, arising from your Content. You agree to indemnify, defend, and hold harmless Source Pivot and its Clients from any third-party claims that your Content infringes upon any intellectual property right, including related liabilities, costs, and expenses.

Collection and Use of Personal Information: You acknowledge and consent to Source Pivot LLC's collection, synthesis, and retention of information about you, referred to as "Personal Information," from various sources, including yourself, your activities within the Source Pivot Expert Network, and third-party sources. Source Pivot will handle Personal Information in accordance with its Privacy Policy, which is incorporated by reference into this Agreement.

Retention of Personal Information: Upon termination of your membership in the Source Pivot Expert Network, Source Pivot may retain your Personal Information, ensuring it receives the protections outlined in this Agreement and its current privacy policies. Source Pivot may use and disclose Personal Information to contact you regarding participation, manage membership, administer compliance policies and procedures, market Source Pivot's services, comply with laws and government requests, and manage, enhance, and promote business operations.

Disclosure of Aggregate/De-Identified Information: Source Pivot may disclose your information in aggregate and/or de-identified form to Clients and non-Client third parties for business promotion, including websites, third-party partner websites, print media, and other materials. You may opt out of this promotional use by contacting Source Pivot at [email protected]. Your opt-out will not apply to Publications or participation in Source Pivot events.

Disclosure for Verification and Compliance: Source Pivot may disclose your information and participation in the Expert Network to third parties to verify Personal Information and confirm consents or approvals required for your participation. Source Pivot may also disclose information in response to legal process, to protect its or a Client's rights, as required by law, or to prevent or detect crime or fraudulent conduct.

Business Transfers and Partnerships: If Source Pivot sells all or part of its business or enters into a partnership, it may disclose your information to new business partners or owners. Source Pivot may share your information with third parties to further its business, its affiliates, and their respective business partners, provided they agree not to use such information to sell or market products or services to you without prior consent. Source Pivot will not sell your information to third-party marketers or similar organizations.

Required Client Disclosures: Source Pivot Clients may be required by law or compliance policies to disclose certain details of your consulting, including your name and the amount you were paid. You authorize Source Pivot to make such Required Client Disclosures on behalf of and at the direction of Clients and agree to provide additional information necessary to complete such disclosures.

International Transfers and Background Checks: Your information may be transferred to Source Pivot's offices worldwide and shared with its affiliates. Source Pivot may conduct background checks, including through third-party services, to confirm employment history, education credentials, and criminal history. Source Pivot may also verify the substance of your discussions with Clients. You agree to cooperate and provide necessary consents for such checks and verifications.

Retention After Membership Termination: Source Pivot may retain your information for business purposes after you cease to be a member of the Source Pivot Expert Network, except where prohibited by applicable law. Source Pivot will protect all retained information in accordance with this Agreement.

Third-Party Data Disclosure: If you disclose the personal data of any third party to Source Pivot, you must, to the extent permitted by applicable law, inform the third party of Source Pivot's privacy policies before making such disclosure.

Use of Aggregate/De-Identified Data: Notwithstanding anything to the contrary, Source Pivot may use, disclose, sell, and otherwise commercialize any information or data in aggregate and/or de-identified form.

Governing Law: This Agreement is governed by the laws of the State of Texas, United States, without regard to its conflict of law principles.

Amendments: Source Pivot may modify this Agreement at any time. Continued use of the Services constitutes acceptance of the updated terms.

Indemnification: You agree to indemnify and hold harmless Source Pivot, its officers, employees, and affiliates from any claims arising from your breach of this Agreement.

By agreeing to the above, you hereby accept and agree to comply with the terms and conditions outlined in this Agreement.