Global Philanthropy Group Terms and Conditions
THIS IS A BINDING CONTRACT. PLEASE READ IT CAREFULLY BEFORE AGREEING TO PARTICIPATE IN AND BECOME AN ISSUE EXPERTS NETWORK MEMBER. IF YOU WILL NOT AGREE TO THIS AGREEMENT, YOU MAY NOT BECOME AN ISSUE EXPERTS NETWORK MEMBER.
BY CLICKING “I AGREE,” YOU ACKNOWLEDGE HAVING READ AND UNDERSTOOD THIS AGREEMENT, AND AGREE TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
Introduction to the Terms and Conditions of Issue Experts Network Membership
The GPG Issue Experts Network is comprised of groups of consultants, experts and other professionals from a variety of industries, trades, professions, specialties that have the opportunity to provide guidance, insight and advice concerning their expertise to other organizations, professionals and individuals (individually, “Client” and collectively, “Clients”).
Relationship Between GPG and You
You acknowledge that by becoming an Issue Experts Network Member, you are a non-agent independent contractor of GPG and that you are joining the GPG Issue Experts Network in your individual capacity and not as a representative of any other company or organization, except as otherwise agreed in writing between such company or organization and GPG. You acknowledge that you shall not act on behalf of GPG in any fiduciary capacity nor have any authority to act on behalf of GPG.
Your Representations and Warranties
You acknowledge that you are over 18 years old and that you are required to obtain all necessary waivers or consents from appropriate parties before you may become a member of the GPG Issue Experts Network and you must review any applicable agreements, contracts or similar documents to which you are a party or that are otherwise binding upon you, such as employment and consulting agreements and employee codes of conduct, to confirm that you may participate in the GPG Issue Experts Network. It is your responsibility to determine whether it is appropriate for you to join the GPG Issue Experts Network, and you expressly acknowledge that you may not rely and have not relied on GPG to make that determination for you.
At all times during your participation and membership in the GPG Issue Experts Network, you agree to act to the best of your ability, in a professional and workmanlike manner, and in good faith in accordance with this Agreement.
You represent and warrant that you will not provide advice, counsel, insight or any other information to a Client if such actions would cause you to violate obligations you have to a third party, violate applicable law, would create a conflict of interest or would violate any privilege, including without limitation, privileges that attach to doctor-patient and attorney-client relationships. By way of example only, you may not disclose to a Client:
- material, non-public information about a public company;
- information that you are required to keep confidential;
- any trade secrets or other confidential information not owned solely by you;
- advice as to the value of any security, or the advisability of investing in, purchasing, or selling any security in connection with your communications with a Client.
If you become concerned with the nature of any inquiry by a Client, you agree that you will cease providing information to the Client and will notify us immediately.
You agree to cooperate in any GPG inquiry concerning actual, alleged, or potential violations of this Agreement.
Any materials or information, regardless of format or medium in which such materials are provided (collectively, “Content”), that you submit to a Client or to GPG must be your original work product. You expressly represent, covenant and agree that:
- the Content is your intellectual property;
- you own the Content or possess express written authorization from the owner thereof to use and share the Content with GPG and/or its Clients;
- sharing, disclosing, or otherwise making the Content available to GPG and/or its Clients does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person; and
- sharing, disclosing, or otherwise making the Content available to GPG and/or its Clients does not violate the intellectual property rights of any person or entity.
You represent, covenant and agree to pay for all royalties, fees, and any other monies owing any person by reason of your use, disclosure or other sharing of the Content with GPG and/or its Clients. You agree you will not submit Content to GPG or to its Clients that:
- harasses, or advocates or incites harassment of or physical harm, to another person;
- is patently offensive or promotes racism, bigotry, or hatred against any group or individual;
- solicits personal information from anyone under 18;
- violates the privacy of any individual;
- promotes information that is false or misleading or promotes illegal activities or conduct;
- is abusive, threatening, obscene, defamatory or libelous;
- promotes an illegal or unauthorized copy or use of another person’s intellectual property; or
- furthers, advocates or promotes any criminal activity or enterprise or provides instructional information about illegal activities.
You are solely responsible for the Content that you provide to GPG or Clients. You acknowledge that GPG does not endorse, is not responsible for and has no control over the Content. GPG does not necessarily review your Content prior to you providing it to either GPG or a Client. GPG does not create or develop Content, but GPG reserves the right to revise and/or delete Content in whole or in part for any or no reason. GPG has no obligation to use, post, or deliver any Content you submit.
Content That You Provide To Clients
To the extent you provide Content to a Client, such Content will be owned by the Client as a work for hire under applicable law, and may be used by such Client for any purpose permitted under that Client’s agreement with GPG, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by GPG and the Client.
You acknowledge that each Client may use any information, techniques, know-how, concepts or other information contained in the Content or any other communication that you provide to the Client for any purpose whatsoever. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you provide to a Client in the course of a Project, and all intellectual property rights therein, shall be owned entirely by and shall be proprietary to the Client.
Content Submitted To GPG
By posting, uploading, inputting, providing or submitting any information to GPG and/or the Site, you consent to GPG’s collection of such information, and you grant GPG, its affiliated companies and necessary sub licensees permission to use such submitted information in connection with the operation of the Site and their businesses, including, without limitation, the worldwide, royalty-free rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your submitted information; and to publish your name any contact information you approve of in connection with your submitted information. You warrant and represent that you own or otherwise control all of the rights to any information submitted by you to GPG through the Site or otherwise, including, without limitation, all the rights necessary for you to provide, post, upload, input or submit your submitted information. No compensation will be paid with respect to the use of your submitted information, unless agreed to in writing by GPG, its affiliated companies and/or necessary sub licensees. GPG is under no obligation to post or use any information you may provide and GPG may remove any such information at any time in its sole discretion. For greater certainty, GPG does not claim ownership to any information that you may provide to GPG, unless otherwise expressly provided.
Your Obligation to Indemnify GPG or Clients
You hereby agree to indemnify and hold harmless GPG and our affiliates and our directors, officers, managers, members, employees, vendors, licensors, agents, and Clients, from and against any and all claims, actions, proceedings, obligations, penalties, losses, liabilities, damages, costs and expenses (including reasonable legal and other professional fees and costs) directly or indirectly arising out of or related to (i) your breach of any terms of this Agreement, (ii) your provision of Content to GPG or its Clients, (iii) your access to and/or use of the GPG Issue Experts Network in violation of any of GPG’s or Clients’ rights or the rights of any third party, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights, (iv) your access to and/or use of the GPG Issue Experts Network in violation of any applicable law, rule or regulation, (v) your failure to maintain the security and confidentiality of your User Codes (as defined below) in accordance with this Agreement; or (vi) third party claims which, if proven, will place you n breach of your representations, warranties, covenants or any other terms of this Agreement.
Your User Codes
In connection with your use of the GPG Issue Experts Network, GPG may provide you with user names, passwords and/or other unique identifiers (“User Codes”). The User Codes are for your personal use only.
You are solely responsible for the security and confidentiality of your User Codes, and agree not to disclose them to any third party, including any other employee in your organization (if applicable).
You are fully responsible for all information provided and any acts or omissions that occur while your User Codes are being used. GPG is not responsible for any breach of security caused by your failure to maintain the confidentiality and security of your User Codes.
You agree to notify us immediately in the event of loss, theft or disclosure of any or all of your User Codes, or if you believe the confidentiality or security of any or all of your User Codes has been compromised in any way, or in the event of your learning about a possible or actual unauthorized access to and/or use of the Site.
We reserve the right to revoke or modify your User Codes at any time without prior notice and for any or no reason.
Your Obligation to Keep GPG and Client Information Confidential
For purposes of this Agreement, Confidential Information shall include, without limitation: (i) the existence or subject matter of any matter or proposed matter for which your advice is requested by GPG and/or a Client; (ii) the name of any Client; (iii) information about actual or potential business, investment or trading decisions or transactions of any Client; (iv) any other private, proprietary or other non-public information of GPG or Clients, and (iv) any intellectual property, including without limitation any trade secrets, know-how, or copyrighted information, of GPG and/or Clients.
You may not disclose Confidential Information to any third party under any circumstances unless such disclosure is: (i) lawfully required by any court or governmental agency; (ii) otherwise required to be disclosed by law; (iii) necessary in any legal proceeding in order to enforce any provision of this Agreement; or (iv) required to be disclosed by taxing authorities or preparers with respect to tax matters. If Confidential Information is disclosed to persons pursuant to subsection (iv), those persons must agree to be bound by the confidentiality provisions of this section “Your Obligation to Keep GPG and Client Information Confidential.”
To the extent that you are required to disclose Confidential Information pursuant to a subpoena or other written order of a court or government body of competent jurisdiction, you will notify the applicable Client and GPG within five (5) business days of receipt of the subpoena or written order, and you shall cooperate reasonably with the Client and GPG if either wishes to seek a protective order or other lawful means of avoiding the compelled disclosure.
Your obligation to protect and not to disclose Confidential Information applies while you are a member of the GPG Issue Experts Network and thereafter, you agree not to disclose Confidential Information to any individual, entity, organization or person other than the party who disclosed the Confidential Information to you, or to attempt to use or personally benefit from any Confidential Information that is disclosed to or known by you because of your participation in the GPG Issue Experts Network. This obligation shall continue until such time as the Confidential Information has become publicly available through no action of your own, except to the extent required by law.
GPG’s Intellectual Property Rights
All material on GPG’s Site whether explicitly marked or not, as well as any other GPG material that you receive as a member of the GPG Issue Experts Network, is the proprietary property of GPG and/or its affiliates, agents or licensors. Such materials may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of GPG the respective owners.
Clients As Third Party Beneficiaries
You acknowledge that each Client and the person with whom you may engage in any matter through the GPG Issue Experts Network is an intended beneficiary of this Agreement and the covenants and agreements made by you hereunder. You further acknowledge that Clients, as third-party beneficiaries of this Agreement, shall have the right to enforce your compliance with this Agreement.
You are responsible for establishing your hourly consulting rate. Payments will be based on the rate you submit on your application that is approved by GPG.
In the event that a Client disputes the existence or quality of your work, or in the event of an inquiry regarding an actual, alleged, or potential violation of these Terms and Conditions, GPG or Clients may withhold payment until such dispute or inquiry is resolved. Non-U.S. Issue Experts may be asked to confirm such status. Please note that GPG is a US entity and is the consumer of your services. Therefore, we would anticipate that your services will not be subject to EU Value Added Taxes or similar VAT regimes in other countries if you are not located in the EU. However, you should confirm this with your local tax advisor.
Restrictions on Soliciting Clients
For a period of six months from the date that you provide advice to a Client, you are not permitted to solicit work from the Client without GPG’s express written permission. For a period of six months after the termination of your relationship with GPG, you agree not to solicit for employment any Client to whom you have provided advice through the GPG Issue Experts Network.
We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on our website by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature. You agree that your User Codes may be used to attribute an electronic record and/or electronic signature to you.
Limitation of Liability
In no event shall GPG be liable to you or any other party for any damages resulting from or relating to your participation as a member of the GPG Issue Experts Network, the performance of any services by you as a member of the GPG Issue Experts Network, or the business operations of GPG, including without limitation for any incidental, consequential, punitive or special damages. GPG agrees that for its part it shall not seek to impose on you any liability for damages based on your performance of services hereunder as a member of the GPG Issue Experts Network, including without limitation for any incidental, consequential, punitive or special damages so long as such damages do not relate to or arise out of your failure to comply with this Agreement or activity that would violate any law and on the basis of willful misconduct or gross negligence. GPG shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
In using and participating in the GPG Issue Experts Network, you agree that you will not hold GPG or our directors, officers, managers, members, employees, vendors, licensors and agents, as well as any third party providers liable to you or any party for any damages or injury or loss, including any direct, indirect, special, incidental, exemplary, punitive or consequential damages, or lost profits, that may result from the use of, or the inability to use, the GPG Issue Experts Network or its content, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available on or through the GPG Issue Experts Network. GPG and its directors, officers, managers, members, employees, vendors, licensors and agents, as well as third party providers will not be liable even if advised on the possibility of such damages. Such damages include, but are not limited to damages or injuries caused by error, omission, interruption, defect, failure of performance, delay in operation or transmission, computer virus or other harmful component.
GPG’s Right to Injunctive Relief
In the event that you breach, or threaten to breach, any of your covenants and agreements set forth in this Agreement concerning Confidential Information or intellectual property, you acknowledge that GPG’s remedy at law will be inadequate and that GPG will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.
You shall have the right to withdraw from the GPG Issue Experts Network at any time upon notice to GPG, and GPG shall have the unlimited right to terminate or limit your membership in the GPG Issue Experts Network at any time and for any reason.
GPG may, at any time and for any reason, with or without prior notice to you (a) modify or discontinue, in whole or in part, any portion of the GPG Issue Experts Network and/or your access to the GPG Issue Experts Network, (b) change the terms and conditions of your use of the GPG Issue Experts Network, (c) prohibit or restrict your access to and use of the GPG Issue Experts Network, and/or (d) modify this Agreement at any time upon written notice or posting to the our website (unless otherwise stated, modifications will become effective upon posting).
Governing Law and Arbitration
These Terms and Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York law without regard to New York’s choice of law rules. Any dispute, controversy or claim, whether in tort, contract or otherwise, that arises from or relates to this Agreement, including whether the claims asserted are arbitrable, shall be exclusively and finally settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be your choice of New York, New York, Seattle, Washington or Los Angeles, California. If you demand arbitration, you are required to indicate your choice of venue such demand. If you are served with an arbitration demand, you must respond with your venue choice in writing to the moving party within ten (10) business days of receipt of arbitration demand.
Arbitration shall not be deemed a waiver of GPG’s right to seek injunctive relief in any court of competent jurisdiction as provided for in this Agreement. Each party is responsible for its own legal fees, and the arbitrator may include the payment of reasonable attorneys’ fees or expenses to the prevailing party as a part of any award.
The invalidity or unenforceability of any provision of this Agreement shall not for those reasons alone affect the validity or enforceability of any other provision of this Agreement.
GPG and its directors, officers, managers, members, employees, vendors, licensors and agents are not liable for losses caused directly or indirectly by any of our non-performance as a result of events beyond our control including natural disasters, acts of God, war, terrorism actions or decrees of governmental bodies, exchange or market rulings, failure of communication lines or utility systems, equipment and systems failures, unauthorized access, and theft (each, a “Force Majeure Event”). All of our obligations with respect to the effected elements under this Agreement will be suspended for the duration of such Force Majeure Event.
The provisions of the sections (including subsections) of this Agreement entitled “Your Obligation to Keep GPG and Client Information Confidential,” “Your Obligation to Indemnify GPG or Clients,” “GPG’s Intellectual Property Rights,” and “GPG’s Right to Injunctive Relief” shall survive any termination or expiration of this Agreement.
GPG’s failure to insist at any time upon strict compliance with any term of this Agreement, or any delay or failure on its part to exercise any power or right given to GPG in this Agreement, or a continued course of such conduct on GPG’s part will at no time operate as a waiver of such power or right, nor will any single or partial exercise preclude any other future exercise.
Rights and Remedies Are Cumulative
All rights and remedies given to GPG in this Agreement are cumulative and not exclusive of any other rights or remedies which GPG otherwise has at law or equity.
Any and all headings in the text of this Agreement are solely for convenience or reference and do not constitute a part of this Agreement, nor do they affect the meaning, construction or effect of this Agreement.
The Information We Collect
In order to join the GPG Issue Experts Network, we collect personal information from you, such as your name, title, address, telephone and fax number, e-mail, areas of expertise, biographical information, and any other information that you may provide to us when you apply to become a member of the GPG Issue Experts Network.
How We Use Your Information
GPG uses your personal information to evaluate whether to accept your request to join the GPG Issue Experts Network and to share that information with our Clients so that they may evaluate with whom they would like to consult. We also may use your personal information to meet legal and regulatory requirements, to make payment to you for your consulting services and to respond to your questions and/or comments. In addition, your information may be shared with prospective clients who are evaluating whether to hire you as an expert.
Who We Share Your Information With
GPG will only share Information that We collect or receive regarding you with third parties under the following circumstances.
Consent: If GPG has your consent to share personal information, we may do so.
Agents: GPG may utilize other companies and individuals to perform functions on its behalf such as sending postal and e-mail to you or making payments to you. These third parties have access to personal information needed to perform their functions, but may not use it for other purposes.
Aggregate Anonymous Information: GPG may provide to others the aggregate statistics about consultation by Expert Members and their activity on our website for purposes of marketing, promotion or similar activities. None of these statistics will identify you personally.
Protecting Us and Others: GPG may disclose information about you to others if it has a good faith belief that it is required or permitted to do so by law or legal process, to respond to claims, to protect GPG’s rights, property or safety or others, or take action regarding illegal activities or suspected fraud.
Business Transfers: In the event that GPG decides to sell all or part or assets associated with Expert Member Network, GPG reserves the right to include your information, including personal information, among the assets transferred to the acquiring company.
GPG will not sell your information to third-party marketers or similar organizations.
Privacy Laws in Other Countries
Personal information that you submit to GPG will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law. If you reside outside the United States, you acknowledge and agree that GPG is entitled to collect and use your personal data and disclose it to other entities, as discussed above in “Who We Share Your Information With,” outside your resident jurisdiction. In addition, such personal information may be stored on servers located outside your resident jurisdiction and may be transferred from locations outside the United States to our servers located in the United States when you apply to become a member of GPG Issue Experts Network.
Accessing & Updating Your Information
You are entitled to your personal information that we maintain. You may also request that we make changes to your personal information so that it is accurate and kept up to date, and we may update your information using data obtained from third parties. Issue Experts Network Members are required regularly to update the biographical and employment information that they provide to GPG.
You may choose not to provide personal information to GPG. Issue Experts Network Members may opt-out of membership in the GPG Issue Experts Network, whereupon we will cease contacting such persons with opportunities to participate in projects and other correspondence.
You may set up your computer to reject cookies. Although, in that case, you may not be able to use certain features on our Site.
GPG may provide tools on the Site to forward content from the Site to others through e-mail or other means. E-mail address(es) that you supply for content forwarding will be used for that purpose only.
All comments, queries and requests relating to our use of your information are welcomed and should be addressed to the following email address firstname.lastname@example.org.