Compliance

Compliance is at the core of NewtonX products and services

The line of business in which we operate is one of the most differentiating and sensitive ones in today’s world. Knowledge is the most valuable asset to NewtonX’s clients: it adds tremendous value to their business, but it can also destroy value if handled incorrectly. Leveraging our long-standing experience in the industry as well as a close collaboration with our clients, we have developed a compliance framework that is not only one of the most conservative and robust in the industry, but is also reinforced by our search algorithm which ensures compliance by not matching professionals to customers where potential compliance issues could arise.

The NewtonX compliance framework

We have designed our framework with the objective of ensuring compliance from both the professional and client point of view. Our compliance framework relies on three principles that guide NewtonX’s professional conduct.

• Conservative
  We prefer to consistently choose the most conservative and secure line of conduct rather than approach any grey area from a compliance or legal standpoint. When in doubt, we would rather not let a professional share his or her expertise than create any risk for the professional or the client.
• Proactive
  We do not rely on our professionals and clients just “knowing the rules” and signing the compliance terms. Our long experience in the industry has taught us that constant vigilance and proactivity are the key to success to avoid any glitch in even the most robust compliance framework. This is reflected in our interactive compliance tutorials we give our professionals as well as our employers’ preferences database.
• Transparent
  We pride ourselves in having a superior product that makes expertise sharing more efficient and transparent. The same transparency applies to our compliance processes. Feel free to contact us for any questions or to request any compliance documentation at compliance@newtonx.com.

This page was last updated 2021/02/18.

Professionals receive compliance training and are bound by the NewtonX terms and conditions.

Screening and selection

We select our professionals with extreme care and attention. Each professional goes through a very selective evaluation and vetting process which:

• Validates their identity based on public sources as well as their personal identification.
• Granularly assesses their areas of expertise in order to guarantee accurate matches with the expertise requests from our clients.
• Ensures a granular mapping of their previous employers to accurately avoid any conflict of interest.

Professionals’ terms and conditions

In order to be accepted on our platform and share expertise with our clients, each of our professionals is required to sign the NewtonX terms and conditions annually. These terms and conditions are binding, and through them the experts certify:

• Having reviewed any agreements, policies or laws to which they are subject to
• Having expressly verified that they are permitted to join NewtonX
• Proactively verifying whether sharing their expertise could violate any agreement, policy or law they may be subject to
• Declining or terminating any expertise sharing that moves into subject matters they cannot discuss
• Not providing confidential (including material non-public) information to clients
• Keeping all client information confidential (name, interests or any type of information)
• View NewtonX Expert Terms and Conditions
• NewtonX Expert Compliance Tutorial

Professional Compliance Training

We have designed a tutorial illustrating unequivocally the rules of professional knowledge sharing based on the latest legislation as well as NewtonX’s principles of confidentiality and discretion. This tutorial includes a series of exercises as well as questions and answers to ensure that our professionals adopt the right framework when sharing their knowledge. During these exercises they receive feedback along the way and thereby can easily adopt the most professional way of knowledge sharing.

The tutorial explains what constitutes “confidential information”, sensitizes professionals to any confidentiality obligations they may have towards our client as well as their current and previous employers, and emphasizes that our clients do not want – and will actually be harmed – if they receive confidential information.

We evolve in a dynamic industry and as such update our tutorial frequently. Professionals are required to take our tutorial at a minimum yearly, but may also be asked to take the tutorial upon our request if we deem necessary.

Employer Confidentiality

Employees, including officers and directors, may not consult about their current employer – regardless of whether the employer is publicly held or privately owned. This prohibition extends to the parent and subsidiaries of an Advisor’s employer.

Furthermore, professionals are also required to follow strict guidelines regarding their previous employers. Even though they may share expertise related to the time of their previous employment, they are strictly forbidden to share any confidential information gained while working at any previous employer.

Transparency

Employees (including officers and directors) may not consult about their current employer – regardless of whether the employer is publicly held or privately owned. This prohibition extends to the parent and subsidiaries of an Advisor’s employer.

Furthermore, professionals are also required to follow strict guidelines regarding their previous employers. Even though they may share expertise related to the time of their previous employment, they are strictly forbidden to share any confidential information gained while working at any previous employer.

NewtonX offers an employer database registry, high levels of visibility, and custom compliance frameworks.

Visibility

We provide our clients with visibility into their activities at various levels:

• NewtonX users can track their activity, the different expert profiles already contacted as well as the potential profiles to be contacted
• Client oversight personnel have an aggregate view of the activity at the company level, and can trace which employees talked to which professionals at any point in time
• Client oversight personnel can also display specific metrics or implement specific triggers in order to adequately monitor the activity of their employees

Custom Compliance

We acknowledge that our clients have unique sets of needs. Consequently, we go beyond the standard client compliance program described above to also implement custom compliance processes for our clients, upon request.

• Notification of requests sent to oversight personnel for specific groups of professionals
• Pre-defined screening questions or attestations before entering into expertise sharing with specific groups of professionals
• Customized rules concerning former employees

Employer database registry

In order to prevent any conflict of interest with any organization, we have implemented a system by which organizations can register restrictions or guidelines concerning consulting activity by any of their professionals or employees. The output of this system is the NewtonX employer preference registry which we use to comprehensively enforce organizations’ policies prohibiting or limiting outside consulting to any of their employees. If you are an employer and want to inform us of any policies you have regarding outside consulting, please feel to do so by emailing us at compliance@newtonx.com.

OVERVIEW AND ACTIVITIES

NewtonX, Inc. (“NewtonX”, “we” or “us”) is a primary market research firm that facilitates expertise sharing among professionals. The NewtonX experts are industry professionals (“Experts” or “you”) who educate and share insights with various organizations interested in their expertise (“Clients”) through the NewtonX platform. NewtonX provides opportunities for Experts to participate in expertise sharing (“Projects”), including, but not limited to consultations and online surveys. All Experts are subject to the following terms and conditions (“Terms”). These terms and conditions set out the legal and compliance obligations applicable to Experts. All Experts are governed by NewtonX’s Expert Terms and Conditions as well as all other documents referred to in them.

Content refers to, among other things, educational information, consultations, interviews, surveys, presentations, recordings, videos, or any other content that is produced by NewtonX following your participation in a Project.

‍

NEWTONX CONDITIONS OF MEMBERSHIP AND PARTICIPATION IN PROJECTS

You are solely responsible for determining whether you are permitted to join NewtonX and to participate in Projects. Before applying to join NewtonX, you must review any and all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics and similar employment policies. If your employer or client agreement forbids you from participating in expert work such as the one offered by NewtonX, you also confirm that you have obtained consents or waivers from your clients, employers or any other third parties to ensure that you are permitted to act as an Expert.

By agreeing to participate in any Project you confirm that you are knowledgeable about the proposed subject matter. As an Expert, you will be expected to provide information during any Project in good faith, to the best of your ability and at all times consistent with these Terms & Conditions.

You agree that in participating in any Project, you will be acting in your personal capacity as an independent consultant, and not as an employee or representative of NewtonX or any other party. You agree that your participation in any Project is at your sole discretion. You further agree that you have no authority to act on behalf of NewtonX and are not eligible for any NewtonX or Client employment benefits based on your participation in the NewtonX Projects. You shall not identify any Client or NewtonX as your employer. Additionally, Experts are never obligated to accept or continue any Project and may decline to participate or continue to participate in any Project at any time.

At any time prior to, during, or after a Project you become aware of any conflict of interest or perceived conflict of interest, or any other professional, ethical, or regulatory conflict that would preclude you from participating, you should terminate the Project and notify NewtonX immediately via email at compliance@newtonx.com.

You understand that NewtonX is not obligated to engage you to participate in Projects and can determine, at any time, in its sole discretion, that you have breached these Terms and Conditions, resulting in the suspension or termination of your relationship with NewtonX.

EXPERT OBLIGATIONS

You represent, confirm, and warrant that:

1. Accurate Representation
   1. You have provided NewtonX with accurate and updated biographical information and employment history and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to consult. Furthermore, you understand that NewtonX, Clients and third parties may and will rely on your Expert Information and agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment, or knowledge to us or any Clients. Based on further information from you or other sources, we may amend your Expert Information and you acknowledge that you are under a continuing obligation to monitor the accuracy of your Expert Information and to update changes promptly.
2. Confidentiality
   1. You will not participate in any Project that causes you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).
   2. You will not participate in any Project that would result in the disclosure of any material nonpublic information, confidential or proprietary information (including, but not limited to; trade secrets), or any such information. Additionally, you will not disclose any information that you are otherwise prohibited to discuss under applicable law or which could result in breaching any regulatory, legal, ethical, or professional standard or rule.
3. Employment
   1. You agree not to participate in consultations about a company for which you are a current employee, director, trustee, officer, contractor, agent, legal representative, partner, joint venturer, or board member (or for which you hold a similar position). You further agree that you will not participate in call consultations about that company until six months after termination of your employment.
   2. You agree not to participate in consultations on a Project for a Client that is a direct competitor of a company for which you are a current director, trustee, officer, board member or employee (or for which you hold a similar position). You will not knowingly participate in any consultation for a Client that is (or is acting on behalf of) a competitor of your current employer or a company for which you serve as an officer or director.
   3. If a public company of which you are a current director, trustee, officer, board member or employee (or for which you hold a similar position) is the target or bidder in a tender offer, or has filed to issue an IPO, you must decline all consultations until the tender offer is resolved or the IPO is issued.
   4. Certain market research Projects conducted through NewtonX (Surveys, AI-Moderated Qualitative interviews), will be designed to be conducted on a blinded basis such that your identity and the identity of your current employer (if any) will not be shared with the client.
      1. Despite NewtonX’s limitations on consulting about your employer, for these blinded Projects, you may be asked to discuss non-confidential insights related to your employer.
      2. As with all NewtonX Projects, you must not share confidential information and must honor your obligations to your current and former employers (if any) and any other entities to which you have such obligations.
   5. NewtonX will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.
4. Misconduct and Sanctions
   1. You represent that you have not been convicted of or charged with any financial crimes (including but not limited to insider trading, market abuse, money laundering, fraud) or any felony.
   2. You represent that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization, or other law enforcement body.
   3. You represent that you have not been debarred, excluded, suspended or otherwise not permitted to participate in any government or state programs.
   4. You represent that you are not, and have not been, the subject of any economic sanctions, embargoes, or debarment maintained by the United States, the United Kingdom, the European Union, or the United Nations
   5. You represent that you will not cause NewtonX to be in violation of any such sanctions.
   6. You agree that you will not act for, or provide or confer a benefit directly or indirectly to, or facilitate or support a transaction by
      1. any government, individual, entity or vessel on applicable sanctions lists or
      2. any country or region subject to comprehensive sanctions in violation of U.S., UK, or EU law.
5. Code of Conduct
   1. You agree to at all times comply and adhere to the NewtonX Expert Code of Conduct (as may be updated from time to time). NewtonX – Expert Code of Conduct.pdf
6. Clinical Trials
   1. You agree to inform NewtonX if you are currently involved in or have access to unpublished clinical trial results, patient information, or any other information that has not yet been made public.
   2. You agree not to discuss unpublished clinical trial results, patient information, or any other information that has not yet been made public.
7. Advice
   1. You will not provide any investment advice (including, without limitation, advice concerning the value of any security or the advisability of buying, selling, or otherwise investing in any security), medical advice, legal advice, or any other type of advice to any Client.
8. Healthcare Professionals
   1. You agree not to disclose any patient or other information prohibited to be disclosed under The Health Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and Security Rules or other similar laws, rules or regulations.
   2. You agree not to dispense any medical advice at any time.
   3. You certify to NewtonX that you are duly licensed in any jurisdictions in which you are currently practicing, and that you are not listed on the List of Excluded Individuals/Entities issued by the Office of the Inspector General of the U.S. Department of Health and Human Services and/or the Debarment List of the U.S. Food and Drug Administration. You agree that you will promptly notify NewtonX in the event that any of the representations in this paragraph cease to be true.
9. Attorneys and Auditors
   1. If you are an attorney, you agree not to participate in consultations about any Clients you currently represent or to disclose any information or opinions that would breach any legal or ethical duty you or your firm owes to past or present Clients.
   2. If you are currently an auditor or formerly an auditor, you agree not to participate in consultations about companies or other organizations that you currently audit or have audited within the last three years.
   3. You represent that you are duly licensed to practice in the jurisdictions in which you currently practice, and that you are in good standing as a member of the Bar or other similar professional boards to which you are subject.
   4. You agree not to provide any legal or professional advice or services to a Client during a Project for that Client.
10. Government Employees
    1. If you are a government employee in a government or jurisdiction that forbids government employees from participating in outside consulting projects, you may not be an Expert of NewtonX or participate in any Project.
    2. Otherwise, if you are a government employee, you agree not to consult about matters presently regulated by the agency or department in which you are employed.
    3. You agree not to consult about any legislation, regulation, or policy that you are in a position to vote upon or otherwise influence, and you agree not to give or receive any item of value from or to another person or entity for the purpose of seeking influence or for any other improper purpose.
11. Citizens or Residents of the People’s Republic of China
    1. You represent that you are not employed by the Chinese government or a Chinese government agency.
    2. You must comply with your duties and obligations under relevant laws and regulations (including but not limited to the Guarding State Secrets Law of the People’s Republic of China, the National Security Law of the People’s Republic of China and Anti-Espionage Law of the People’s Republic of China), and you must not discuss or disclose such information if you have or had access to:
       1. information relating to China’s national security, interests and/or national core data,
       2. non-public statistical data related to the Chinese economy or market
       3. other important data related to the Chinese economy or market
       4. other important data defined by applicable laws and/or regulations, or
       5. other information which may be non-compliant with applicable laws and/or regulations,

YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY PROJECT THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE.

LEGAL PRIVILEGE

In the event that a Client initiates a Project involving its legal counsel, it is possible that the Client may wish to assert a claim of legal privilege concerning the Project. Under these circumstances, Client’s legal counsel may ask you to enter into a separate written engagement agreement with them for your services (an “Engagement Agreement”). Any such request may only come through NewtonX, and you may only choose to accept following NewtonX’s prior written approval in its sole discretion. Once approved, an Engagement Agreement shall control any inconsistent terms in these Terms & Conditions with respect to your relationship and obligations to such Client with respect to the Project. Such Engagement Agreement shall not modify your obligations to NewtonX or third parties, under these Terms & Conditions or otherwise.

PRIVACY

You have read and agree to NewtonX’s Privacy Policy (as updated from time to time).

You agree that NewtonX may collect, synthesize and retain information about you, from sources including, without limitation, yourself, your activities through NewtonX, and third-party sources (hereafter, “Personal Information”). You furthermore agree that NewtonX may share results of consultations and surveys with its clients. NewtonX will protect Personal Information in accordance with NewtonX’s Privacy Policy, which is incorporated by reference. NewtonX will not sell Personal Information to third-party marketers or similar organizations, or disclose the Personal Information publicly, unless you provide consent or we determine that it is appropriate in response to a law, regulation, rule, government request or legal process. If your membership in NewtonX ends, you agree that NewtonX may preserve Personal Information, provided that NewtonX accords such Personal Information the protections set forth in its then-current Terms & Conditions privacy policies. NewtonX also commits to let you ask for deletion of your personal information. Notwithstanding the latter, you agree that NewtonX may use and share Personal Information in order to, without limitation, contact you concerning your participation in NewtonX, manage your membership in the NewtonX community, administer compliance policies and procedures, including obtaining required approvals and consents for Project participation, market NewtonX ’s services, and comply with applicable laws and requests from government authorities. As part of its compliance screening, NewtonX reserves the right to conduct background checks on you, itself or utilizing third-party services, and to confirm your professional and educational history. You agree that we may disclose Personal Information as required by law, to protect NewtonX’s rights, or for the prevention, detection or disclosure of a crime. You also recognize that Clients may be required by law or their compliance policies to disclose Personal Information about their Projects with you and you authorize NewtonX and its Clients to make such disclosures.

APPLICATION OF THE TERMS & CONDITIONS

By becoming an Expert, you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms & Conditions. You understand and acknowledge that each NewtonX employee, affiliate and Client is an intended third-party beneficiary of these Terms & Conditions and shall therefore have the right to enforce your compliance with them. You must decline to participate in, or to continue your participation in, any Project or other activity that would cause you to violate these Terms & Conditions and immediately inform us of the reason. We typically do not participate in your interactions with Clients and shall not be liable or responsible to you in any manner whatsoever for Projects arranged by us. You are solely responsible for ensuring your continued compliance with the Terms & Conditions. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms & Conditions. To encourage your vigilance and care in complying with these Terms & Conditions, you may submit a payment request for a full Project that you choose to terminate early for the purpose of complying with them.

CONFIDENTIALITY

You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” of NewtonX or its Clients, without NewtonX’s expressly written permission (which it may withhold in its sole discretion). “Confidential Information” includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to NewtonX, any of its affiliates or any Client, including, but not limited to, the names of any Clients and Clients’ employees, questions posed by any Client and the topics discussed, information or materials shared, opinions expressed or work commissioned by NewtonX or any Client. In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify NewtonX and to fully cooperate with NewtonX in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and 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. NewtonX does not guarantee that you will not be exposed to any material nonpublic information and you remain solely responsible for not violating any applicable laws when using any information in connection with work commissioned by NewtonX or any Client,

PROJECTS

You shall only accept Projects with NewtonX Clients individually arranged or explicitly approved by NewtonX. If a Client requests additional work or Projects, you must receive explicit approval from us before commencing work. You will not be paid for any Project with a NewtonX Client that was not individually arranged or explicitly approved by NewtonX in advance, even if the Project was a follow-up to a Project that was arranged by NewtonX. If you are invited by NewtonX to perform a Project for a Client, you should either accept or decline the invitation as soon as reasonably possible. We make no representation regarding the frequency or quantity of Project requests that you will receive. We expect you to perform all Projects in a timely, diligent and professional manner consistent with the highest industry practice.

PAYMENT

You will be paid based on your customary consulting fees, as agreed by you and us. You may only change your consulting fee rates upon written notice to us and the new fee rate is only applicable to Projects that occur after our receipt and approval of written notice. You may not reveal your billing rates and financial arrangements to Clients without NewtonX’s prior written consent. Our payment system may accommodate consulting guidelines set forth by an Expert’s employer, including joint payment to the Expert and his or her employer, direct payment to the Expert’s institution or payment to a charity of the Expert’s choice. Experts will receive a U.S. I.R.S. Form 1099, as required. Payments will be made following the completion of an Expert’s consulting engagement, within 30 days.

INDEPENDENT CONTRACTOR STATUS

It is understood and agreed that any services performed by you under these Terms & Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on NewtonX’s behalf or to represent that you have any such authority. You shall not be deemed to be an employee of NewtonX or any of its Clients and you shall not be entitled to any benefits provided by either NewtonX or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms & Conditions. Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, NewtonX or its Clients.

TERMINATION

You may terminate your membership in NewtonX at any time by providing us with written notice. Likewise, NewtonX may terminate your membership in NewtonX at any time and for any reason without providing notice. Termination shall not relieve either party of its obligations under these Terms & Conditions. The Terms & Conditions are intended to survive termination, which include, but are not limited to: Privacy, Application of the Terms and Conditions, Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, Limitation of Liability, Arbitration, Governing Law and Venue and Miscellaneous.

NON-SOLICITATION

You agree that for a period of one year from the completion of any Project with a Client to whom you have been first introduced by us, you will not circumvent NewtonX by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with a Client first introduced to you by us pursuant to which you would be engaged by such Client to provide services of a similar nature to the services, Experts provide to NewtonX’s Clients (i.e., short term consulting services) without our prior written consent. You also agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of NewtonX or of any Clients to whom you have been first introduced by us. It does not apply to the extent that you have a proven pre-existing relationship or association, based on past work performed. If you notify NewtonX of such a pre-existing relationship when a Client is proposed to you, and you do not participate in a Consultation with the Client, NewtonX imposes no restrictions with regard to this Client. NewtonX will not restrict you from accepting an offer of employment from one of its Clients.

INTELLECTUAL PROPERTY

You are solely responsible for the content that you share or create in connection with your performance of services hereunder. You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, “IP”), that you provide to NewtonX, Clients or third parties in connection with your performance of such services.

All Intellectual Property rights in any material provided to you by NewtonX or contained on the NewtonX website belong to NewtonX and may not be reproduced or redistributed.

IP that you create in connection with any Client Project shall be solely owned by the Client who requested the Project and that Client may use such IP for any purpose permitted under applicable law and that Client’s agreement with NewtonX. Any inventions, discoveries or improvements that are based in any way on any IP you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Client. Any IP that you created prior to, or independently of, any Project (hereafter, “Expert IP”) remains your property. However, with respect to any Expert IP that you share or otherwise provide to a Client in connection with a Project, you shall automatically grant that Client a perpetual, worldwide, royalty-free, and transferable license to use such Expert IP.

Furthermore, and without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any IP you share with or otherwise provide to that Client for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.

Should you participate in any consultation between you and a NewtonX Client, whereby the Client agrees the consultation can be recorded, transcribed, and/or distributed by NewtonX to third parties, you acknowledge that your Consultations with the Client may be recorded by or on behalf of NewtonX (‘Recordings”), and by participating in said Consultation you consent to such Recordings and the production of Transcripts by NewtonX (“Transcripts”). In doing so:

1. You agree that NewtonX will be the sole owner of all Intellectual Property rights (including without limitation copyright) in Recordings and Transcripts;
2. You assign to NewtonX all Intellectual Property rights (including without limitation copyright) in such Recordings and Transcripts on an exclusive basis, without any territorial limit or royalty, and agree that NewtonX will have the right to use, distribute, reproduce, publish, modify, edit, summarise, adapt, sublicense, in whole or in part, in any language or format and in all media such Recordings and Transcripts (and the contents thereof) for any commercial or non-commercial purpose. Such use may include using the Transcript to produce its own content based (in whole or in part) on such content and that the assignment will be effective immediately when the Recording is made and you agree to execute such documents or take such other steps as may be necessary to give full effect to such assignment;
3. You irrevocably waive any and all moral rights in any Recordings and Transcripts (and the contents thereof) in favour of NewtonX; and
4. Your name will not be included in such Transcripts which are distributed to third parties.
5. Unless otherwise agreed with a Client in writing, you warrant that any documentation or any other material that you create independently of or prior to a Consultation (including without limitation reports, studies, data, diagrams, charts, specifications, and programs) (“Work Product”) provided by you to a Client are original works and do not infringe any third party’s Intellectual Property rights and you hereby agree to grant to the Client (and/or Client’s client) to which you supply such Work Products a non-exclusive, royalty-free, perpetual licence to use any and all Intellectual Property rights subsisting in such Work Products in the course of its business.
6. You will indemnify NewtonX against all liabilities it may incur in connection with any claims or proceedings brought against it based on a claim that the Work Product provided to a Client infringes any Intellectual Property rights or other proprietary rights of any third party.
7. You must not use the name “NewtonX” or any other trademark, symbol or logo of NewtonX without NewtonX’s prior written consent.

INDEMNIFICATION

You agree to indemnify and hold harmless NewtonX and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns (collectively, the “NewtonX Parties”) 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 and Conditions.

LIMITATION OF LIABILITY

NewtonX’s total liability in contract, tort, misrepresentation or otherwise arising in connection with this Agreement shall be limited to an amount equal to the fees paid to you.

NewtonX shall not be liable for any loss or damage, or any costs, expenses or other claims including without limitation:(i) loss of profit: (ii) loss of business; (iii) loss of revenue; (iv) loss of goodwill; (v) loss of anticipated savings; (vi) loss of any data or information and/or (vii) special or indirect loss or consequential loss or otherwise which arise out of any Consultation or in connection with this Agreement.

Nothing in the Agreement excludes or limits NewtonX’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.

ARBITRATION, GOVERNING LAW AND VENUE

The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New York.

MISCELLANEOUS

We may modify these terms and conditions from time to time by posting the modification(s) on our website, www.NewtonX.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your recourse will be to terminate your participation as an Expert in NewtonX. If you continue to participate as an Expert after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms & Conditions shall be binding upon and inure solely to the benefit of you and NewtonX and the successors, assigns and Clients of NewtonX. As used in these Terms & Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Terms and Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.

By signing these Terms & Conditions, you acknowledge and agree that you are making express representations to NewtonX and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.