These Terms of Service (“Agreement”) are entered into by and between you and Clairvoyant LLC (“Clairvoyant,” “we,” or “us”). This Agreement governs your access to and use of www.clairvoyant.com, including any content, functionality, and services offered on or through www.clairvoyant.com (the “Website”), whether you are a general visitor or an Expert participating in a Project (each as defined below).

Please read this Agreement carefully. By accessing or using the Website, clicking to accept or agree to this Agreement, or by clicking a link to join a Project, you acknowledge that you have read, understood, and agreed to be bound by this Agreement as well as Clairvoyant’s Privacy Policy, available at https://www.clairvoyant.com/privacy-policy and incorporated herein by reference. By clicking ‘I accept,’ checking a box, or otherwise affirmatively indicating your agreement, you are providing your electronic signature and entering into a legally binding contract with Clairvoyant.

AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS ACTION WAIVER IN SECTION 15 (DISPUTE RESOLUTION). IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THAT SECTION. PLEASE READ IT CAREFULLY. 

If you do not agree to this Agreement, you may not access or use the Website, participate in any Project, or provide any information through the Website.

1. DEFINITIONS

   1. “Expert” means an industry professional who participates in Projects through the Clairvoyant platform by providing experience-based insights about companies with which they have prior professional experience. Experts may include former employees, contractors, or other individuals with relevant experience.

   2. “Project” means an expertise-sharing engagement facilitated by Clairvoyant, including AI-moderated interviews, surveys, questionnaires, or similar activities conducted for the benefit of Clairvoyant’s Clients.

   3. “Client” means an institutional customer of Clairvoyant, typically a financial firm, investment fund, consultancy, or other professional services entity, to whom Clairvoyant provides research or analysis. Experts understand that they may not be informed of the identity of any specific Client, and that their own name, title, and current employer may be disclosed to the Client unless they request otherwise in writing prior to participating.

   4. “Content” means Website content, including but not limited to educational or analytical materials created by Clairvoyant following your participation in a Project, including summaries, reports, analyses, recordings, transcripts, or other derivative content.

   5. “Expert Information” means information you provide to Clairvoyant in connection with registering as an Expert or participating in a Project, including your biographical details, employment history, professional background, and any responses you provide during a Project.

   6. “Services” means the Website, Projects, and related functionality provided by Clairvoyant.

2. USE OF THE WEBSITE

You may use the Website only for lawful purposes and in accordance with this Agreement. You agree that you will not: 

1. access or use the Website in violation of any applicable law or regulation;

2. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website or any server, network, or system connected to the Website;

3.  use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written consent;

4. introduce any viruses, trojan horses, worms, logic bombs, or other malicious or technologically harmful material;

5. attempt to reverse engineer, decompile, or otherwise derive the source code of any software used to provide the Website; 

6. attempt to circumvent safeguards, safety filters, or access controls;

7. attempt to extract underlying prompts, model parameters, or training data;

8. submit malicious inputs designed to compromise the Services; or

9. use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website.

3. THIRD-PARTY LINKS AND SERVICES

The Website may contain links to, or integrations with, third-party websites, services, or platforms (including, for example, scheduling, conferencing, or payment services). These third-party sites and services are not under Clairvoyant’s control, and Clairvoyant is not responsible for their content, terms, privacy practices, or performance. Your use of any third-party sites or services is at your own risk and is subject to the terms and privacy policies of those third parties. The inclusion of any link or integration does not imply endorsement or sponsorship by Clairvoyant.

4. PARTICIPATION IN PROJECTS

   1. Expert Qualification. By agreeing to participate in any Project you confirm that: (i) you have knowledge of the subject matter based on your prior professional experience; (ii) you are providing only non-confidential insights; and (iii) you will participate in good faith and in compliance with this Agreement. 

   2. Independent Contractor Status. You participate in Projects solely as an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, fiduciary, or partnership relationship between you and Clairvoyant or any Client. You are solely responsible for any taxes arising from payments made to you. You further acknowledge that you are not eligible for, and will not receive, any employment-related benefits from Clairvoyant or any Client as a result of your participation in Projects. You may accept or decline any Project invitation at your discretion. You acknowledge that you have no authority to speak on behalf of Clairvoyant or any Client.

   3. No Right to Engagement. Clairvoyant has no obligation to invite you to any Project. Clairvoyant may suspend or terminate your ability to participate in any Project with or without cause, at any time. If you are invited by Clairvoyant 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.

   4. Expert Obligations. 

      1. Clinical Data Restrictions. You agree to inform Clairvoyant 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. You agree not to discuss unpublished clinical trial results, patient information, or any other information that has not yet been made public.

      2. Advice. 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.

   5. Expert Restrictions.

      1. Current Employer Restrictions. You agree not to participate in Projects 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 Projects about that company until six (6) months after termination of your employment or service ends.

      2. Competitor Project Restrictions. You agree not to participate in 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 Project 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. Corporate Transaction Restrictions. 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. Blinded Project Parameters. Unless otherwise requested by you in writing prior to participating in certain Projects conducted through Clairvoyant (Surveys, AI-Moderated Qualitative interviews), your name, job title, and current employer (if applicable) will be shared with the Client commissioning the Project. By accepting a Project invitation, you consent to this limited disclosure of identifying information. Clairvoyant does not typically blind Expert identity or employer from Clients. However, if you expressly request to participate in a Project on a blinded basis, Clairvoyant will use reasonable efforts to accommodate such requests, and will not share your name, title, or current employer with the Client for that Project.

Regardless of whether a Project is blinded, you remain solely responsible for ensuring compliance with all confidentiality obligations to your current and former employers, and with any applicable contractual, legal, regulatory, or ethical restrictions.

5. Professional Restrictions. 

   1. Healthcare Compliance Obligations. 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. You agree not to dispense any medical advice at any time. You represent to Clairvoyant 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 Clairvoyant in the event that any of the representations in this paragraph cease to be true. 

   2. Attorneys and Auditors. 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. 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. 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. You agree not to provide any legal or professional advice or services to a client during a Project for that Client.

   3. Government Employees. 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 Clairvoyant or participate in any Project. 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. 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.

6. Additional Project Terms. Clairvoyant 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.

5. REPRESENTATIONS AND WARRANTIES

   1. No Conflicts. You represent and warrant that you are solely responsible for determining whether you are permitted to participate in Projects. Before participating in any Project, you must review all agreements and policies that may restrict your ability to do so, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics, and similar employment policies. If any such agreement or policy prohibits you from performing expert work of the type offered by Clairvoyant, you further represent and warrant that you have obtained all necessary consents or waivers from your employer, clients, and any other relevant third parties to permit you to act as an Expert. If at any time before, during, or after a Project you become aware of any actual or potential conflict of interest, or any professional, ethical, or regulatory conflict that would preclude your participation, you must immediately cease participation in the Project and notify Clairvoyant at team@clairvoyant.com.

   2. Accuracy of Information. You represent, confirm, and warrant that to the best of your knowledge, any information about your background that you provide directly, whether in writing or during a Project, is accurate, complete, and not misleading.You are not expected to maintain or update a profile within the Clairvoyant system. However, if you become aware of any material inaccuracies in the information used or shared in connection with your participation in a Project, you agree to promptly notify Clairvoyant so that the information can be reviewed and corrected.

   3. Misconduct and Sanctions. You represent and warrant that: 

      1. 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 authority;

      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; and

      5. you represent that you will not cause Clairvoyant to be in violation of any such sanctions.

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: any government, individual, entity or vessel on applicable sanctions lists; or any country or region subject to comprehensive sanctions in violation of United States law. 

4. PRC Compliance Restrictions. You represent and warrant that, you are not employed by the Chinese government or a Chinese government agency. You further agree to comply with all applicable laws and regulations of the People’s Republic of China, including but not limited to the Guarding State Secrets Law, the National Security Law, and the Anti-Espionage Law. Accordingly, you may not discuss or disclose any information that you have or had access to if it constitutes or relates to: (i) information relating to China’s national security, interests and/or national core data; (ii) non-public statistical data related to the Chinese economy or market; (iii) other important data related to the Chinese economy or market; (iv) other important data defined by applicable laws and/or regulations, or (v) other information which may be non-compliant with applicable laws and/or regulations. 

5. Ongoing Compliance Obligations. 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 this Agreement. You understand and acknowledge that each Clairvoyant employee, affiliate and Client is an intended third-party beneficiary of this Agreement and shall therefore have the right to enforce your compliance with its terms.

YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY PROJECT OR OTHER ACTIVITY THAT WOULD RESULT IN A VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT AND IMMEDIATELY INFORM US OF THE REASON. 

Clairvoyant typically does 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 this Agreement. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of this Agreement. To encourage your vigilance and care in complying with this Agreement, you may submit a payment request for a full Project that you choose to terminate early for the purpose of complying with this Agreement.

6. FEES AND PAYMENTS

   1. You will be paid on a per-interview basis in an amount as set forth within your invitation. Payments are issued through one or more third-party payment or reward fulfillment providers. These providers may offer a variety of payout options depending on your location, including ACH transfer, wire transfer, digital wallet payments (e.g., Venmo), or electronic gift cards. Payment options may vary by provider, geography, and other factors. Clairvoyant does not guarantee the availability of any specific payment method or vendor. You may be required to create an account with or provide information to these third-party providers in order to receive payment, and you acknowledge that such providers are independent from Clairvoyant. Experts will receive a U.S. I.R.S. Form 1099, as required. If you are not a U.S. person, you may be required to submit a completed IRS Form W-8BEN or other documentation before payment can be issued. You are solely responsible for complying with your local tax obligations.

   2. Payments will be made following the completion of an Expert’s consulting engagement, within 30 days. You are solely responsible for any taxes arising from payments made to you. 

7. CONFIDENTIAL INFORMATION

   1. Third-Party Confidentiality Responsibilities. 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). 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.

   2. Clairvoyant and Client Confidentiality Responsibilities. You shall keep strictly confidential, and shall not disclose to any person or entity, any Confidential Information of Clairvoyant or its Clients, except with Clairvoyant’s prior written consent or as required by law. “Confidential Information” includes all nonpublic information, in any form or medium, whether or not received through the Services, concerning or relating to Clairvoyant, its affiliates, or any Client, including but not limited to: (i) Client identities and the identities of Client employees; (ii) the fact that a Client has requested or engaged in a Project; (iii) questions, topics, or materials provided by a Client or by Clairvoyant; (iv) information, opinions, or work shared or discussed during a Project; (v) any Project deliverables, transcripts, recordings, or summaries; and (vi) any other information designated as confidential or which a reasonable person would understand to be confidential given its nature or context. You shall not use Confidential Information for any purpose other than performing your obligations under this Agreement. Without limiting the foregoing, you may not use any Confidential Information for personal benefit, including, without limitation, for trading or investment decisions. If you are required by law to disclose Confidential Information, you agree to promptly notify Clairvoyant (to the extent legally permitted) and cooperate with Clairvoyant in seeking protective measures. The confidentiality obligations in this section shall survive indefinitely, until the relevant Confidential Information becomes publicly known through no act or omission by you.

   3. Material Nonpublic Information & Legal Compliance. Clairvoyant does not guarantee that you will not be exposed to material nonpublic information during a Project. You understand and agree that you remain solely responsible for complying with all applicable laws, including U.S. securities laws, when using any information obtained during a Project.

   4. Your Responsibilities for Compliance. You are solely responsible for ensuring that you do not disclose or rely upon any information in violation of: (i) your confidentiality obligations to third parties; (ii) any applicable law, rule, or regulation; or (iii) any professional, ethical, fiduciary, or contractual duty you owe.

8. PRIVACY POLICY

Clairvoyant complies with its Privacy Policy, available at https://www.clairvoyant.com/privacy-policy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed our current Privacy Policy.

Some Projects may involve the use of artificial intelligence or automated tools for transcription, summarization, or analysis. Clairvoyant does not use Expert responses to train third-party models. 

You agree that Clairvoyant may collect, synthesize, and retain information about you from sources including, without limitation, yourself, your activities through Clairvoyant, and third-party sources (“Personal Information”). You further agree that Clairvoyant may share results of consultations and surveys with its Clients. Clairvoyant will protect Personal Information in accordance with its Privacy Policy, which is incorporated herein by reference. Clairvoyant will not sell Personal Information to third-party marketers or similar organizations, or publicly disclose such Personal Information, unless you provide consent or we are required to do so by law, regulation, or legal process.

If your participation in a Clairvoyant Project ends, you agree that Clairvoyant may preserve your Personal Information, provided it continues to apply the protections set forth in its then-current Privacy Policy. You also have the right to request deletion of your Personal Information, subject to applicable legal and compliance obligations.

Notwithstanding the foregoing, you agree that Clairvoyant may use and share Personal Information to: (i) contact you about your participation in Projects; (ii) administer compliance procedures (including background checks and eligibility screenings); (iii) obtain necessary consents or approvals; (iv) subject to your choices and applicable law, as described in the Privacy Policy, market Clairvoyant’s services; and (v) comply with applicable laws and lawful requests from governmental authorities. You also acknowledge that Clients may be required by law or internal policy to disclose Personal Information relating to their Projects with you, and you authorize Clairvoyant and its Clients to make such disclosures.

If you are a resident of California or another U.S. jurisdiction with similar privacy laws, you may have certain rights regarding your Personal Information, including the right to access, delete, correct, or limit the use of your data. Clairvoyant honors these rights in accordance with applicable law. Clairvoyant does not sell Personal Information to third-party marketers or similar organizations.

Clairvoyant is based in the United States, and your Personal Information will be stored and processed on servers located in the United States. If you are located outside the United States, including in the European Economic Area (EEA), the United Kingdom, or other jurisdictions with cross-border data protection laws, your Personal Information may be transferred to and processed in a country that may not offer the same level of data protection as your home jurisdiction.

By using the Services, participating in Projects, or otherwise providing your Personal Information to Clairvoyant, you acknowledge that your data will be stored in the United States and processed as described in our Privacy Policy. Clairvoyant takes reasonable steps to protect your data in accordance with applicable data protection laws and maintains appropriate safeguards to ic Area (EEA), you may contact our designated European Union representative regarding any questions or concerns related to the processing of your Personal Information under the General Data Protection Regulation (GDPR).

9. INTELLECTUAL PROPERTY, OWNERSHIP, FEEDBACK

   1. Expert-Provided Materials. You are solely responsible for any content, materials, ideas, data, or other information you share, upload, create, or otherwise provide in connection with a Project (“Expert Materials”). You represent and warrant that you own, or have obtained all necessary rights, licenses, and permissions to provide the Expert Materials and to grant the rights set out in this Agreement. You further represent that the Expert Materials do not infringe, misappropriate, or violate any intellectual property or proprietary rights of any third party.

   2. Clairvoyant Materials. All intellectual property rights in any materials, content, software, tools, recordings, documentation, or data provided or made available to you by Clairvoyant (“Clairvoyant Materials”) belong exclusively to Clairvoyant and its licensors. You may not reproduce, distribute, modify, or create derivative works of any Clairvoyant Materials. You may not use Clairvoyant’s name, trademarks, logos, or branding without Clairvoyant’s prior written consent.

   3. Project IP (Deliverables and Recordings). All intellectual property rights in any content you create, provide, or contribute during a Project - including, without limitation, interviews, consultations, transcripts, recordings, written deliverables, summaries, opinions, data, analyses, and derivative works produced by or for Clairvoyant in connection with a Project (collectively, “Project IP”), are hereby irrevocably assigned by you exclusively to Clairvoyant upon creation. You acknowledge and agree that: (i) Clairvoyant is the sole owner of all intellectual property rights in any Project IP; (ii) you hereby irrevocably assign to Clairvoyant all worldwide, royalty-free, perpetual rights (including all copyrights and derivative rights) in the Project IP; (iii) Clairvoyant may use, edit, reproduce, publish, modify, translate, summarize, sublicense, or distribute the Project IP, in whole or in part, in any format or media, for any commercial or non-commercial purpose; (iv) you irrevocably waive any and all moral rights, droit moral, or similar rights you may have in the Project IP, Recordings, or Transcripts; (v) Clairvoyant will include your name in Transcripts distributed to Clients.

   4. Expert Pre-existing  IP. Any intellectual property you created prior to, or independently of, any Project (“Pre-Existing Expert IP”) remains your property. However, to the extent you provide, reference, or incorporate any Pre-Existing Expert IP into a Project, you automatically grant Clairvoyant a perpetual, worldwide, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, adapt, distribute, and create derivative works from such Pre-Existing Expert IP for any purpose.

   5. Use of Ideas and Know How. Without limiting any other provision of this Agreement, you agree that Clairvoyant and its Clients are free to use any concepts, know-how, techniques, insights, or ideas you share during a Project, whether or not protectable by intellectual property law, for any lawful purpose, including devising, developing, manufacturing, marketing, or selling products or services.

   6. Feedback. If you provide Clairvoyant with any suggestions, ideas, improvements, enhancement requests, recommendations, or other feedback relating to the Services or Clairvoyant’s operations (“Feedback”), the Feedback becomes the sole property of Clairvoyant. You hereby assign to Clairvoyant all right, title, and interest in the Feedback. To the extent any rights cannot be assigned, you grant Clairvoyant a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback without restriction or compensation.

10. DISCLAIMERS

    1. General Disclaimer. THE CONTENT AND SERVICES ARE PROVIDED "AS IS". ACME AND ITS SUPPLIERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT AND/OR NON-INTERFERENCE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ACME DOES NOT MAKE ANY WARRANTY THAT (I) THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS; (II) THE SERVICES OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, UPDATED OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR CONTENT WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; AND (IV) ANY ERRORS IN THE SERVICES OR CONTENT, OR ANY DEFECTS IN THE SERVICES OR CONTENT WILL BE CORRECTED. YOUR USE OF THE SERVICES AND THE CONTENT IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR THE OUTCOME OF ANY RELIANCE UPON OR USE OF THE SERVICES OR CONTENT. WITHOUT LIMITING THE FOREGOING, ACME DOES NOT ASSUME ANY LIABILITY FOR ANY INFORMATION PRESENTED IN THE CONTENT. ACME WILL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO THE EXPERT INFORMATION, EXPERT MATERIALS,  OR THIRD PARTY CONTENT AND WILL NOT BE RESPONSIBLE FOR UNINTENTIONAL DAMAGES OR LOSS, EITHER INCIDENTAL OR DIRECT, ARISING OUT OF ANY LOSS OF EXPERT INFORMATION, EXPERT MATERIALS,  OR THIRD PARTY CONTENT. THE SERVICES AND ALL CONTENT THEREIN IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE USED AS A SUBSTITUTE FOR ORIGINAL RESEARCH OR EXPERT OPINIONS, NOR BE INTERPRETED AS LEGAL, INVESTMENT, FINANCIAL, MEDICAL, OR ANY OTHER PROFESSIONAL ADVICE.

    2. Regulatory Compliance and MNPI Disclaimer. ACME TAKES CERTAIN MEASURES DESIGNED TO REDUCE THE RISK OF VIOLATIONS OF THE UNITED STATES SECURITIES LAWS AND OTHER RELEVANT LAWS AND REGULATIONS AND THE DISSEMINATION OF MATERIAL NON-PUBLIC INFORMATION IN CONNECTION WITH THE PROVISION OF THE SERVICES. NOTWITHSTANDING THE FOREGOING, ACME DOES NOT GUARANTEE THAT YOU WILL NOT BE EXPOSED TO ANY MATERIAL NON-PUBLIC INFORMATION OR OTHER CONFIDENTIAL INFORMATION, INCLUDING THROUGH AUTOMATED OR AI-ENABLED FEATURES OF THE SERVICES, AND YOU REMAIN SOLELY RESPONSIBLE FOR COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS (INCLUDING, BY WAY OF EXAMPLE AND WITHOUT LIMITATION, THE UNITED STATES SECURITIES LAWS) WHEN USING ANY INFORMATION YOU MAY OBTAIN IN CONNECTION WITH THE SERVICES. FOR PURPOSES OF THIS AGREEMENT, "MATERIAL NON-PUBLIC INFORMATION" SHALL MEAN INFORMATION THAT IS CONSIDERED MATERIAL NON-PUBLIC INFORMATION UNDER THE UNITED STATES SECURITIES LAWS, INCLUDING, BUT NOT LIMITED TO, THE SECURITIES EXCHANGE ACT OF 1934.

11. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Clairvoyant and its affiliates, and their respective officers, directors, employees, members, managers, agents, representatives, successors, and assigns (collectively, the “Clairvoyant Parties”) from and against any and all actions, causes of action, claims, charges, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or relating to: (i) your breach of this Agreement; (ii) your participation in any Project; or (iii) any allegation that the Expert Materials or Pre-Existing Expert IP you provide infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of any third party.

12. LIMITATION OF LIABILITY

Clairvoyant’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.

Clairvoyant 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 Project or in connection with this Agreement.

13. TERM AND TERMINATION

    1. Term. This Agreement becomes effective when you first access the Website or participate in a Project and continues until terminated as provided below.

    2. Termination. You may terminate your participation in a Project at any time by providing us with written notice. Likewise, Clairvoyant may terminate your participation in a Project, or terminate this Agreement with respect to you, at any time and for any reason, with or without notice. Termination shall not relieve either party of any obligations that have accrued prior to termination.

    3. Survival. Your obligations with respect to “Confidential Information,” “Privacy Policy,” “Intellectual Property, Ownership, Feedback,” “Indemnification,” “Limitation of Liability,” “Dispute Resolution,” and “Miscellaneous,” together with any other provision that by its nature should survive, will survive termination or expiration of this Agreement.

14. EXPORT REGULATION

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You represent that you are not subject to any U.S., EU, UK, or UN sanctions lists, and that your participation does not violate export control or trade embargo laws. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

15. DISPUTE RESOLUTION

    1. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). There shall be one arbitrator agreed to by the parties within twenty (20) days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with its Commercial Rules. The award rendered by the arbitrator shall be final and binding on the parties and may be entered and enforced in any court having jurisdiction. The seat or place of arbitration shall be New York City, New York. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. This arbitration agreement shall be governed by the U.S. Federal Arbitration Act and, to the extent not preempted, the laws of the State of New York. Notwithstanding the foregoing, either party may bring an individual action in small claims court in New York County, New York, if the claim is within that court’s jurisdiction.

    2. Fallback to Courts. If for any reason this arbitration provision is found to be invalid, unenforceable, or not subject to arbitration under applicable law, then this Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Except as otherwise set out herein, any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York City and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

    3. Class Waiver. THE PARTIES AGREE THAT ANY ARBITRATION, LITIGATION, OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE BROUGHT AND RESOLVED ON AN INDIVIDUAL BASIS ONLY. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN, OR TO BRING, A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ANY FORUM, WHETHER IN ARBITRATION OR IN COURT.

    4. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

    5. Attorney’s Fees and Costs. The prevailing party in any arbitration or litigation arising out of or relating to this Agreement shall be entitled to an award of its reasonable attorneys’ fees and costs, except where prohibited by applicable law.

16. MISCELLANEOUS

    1. Modifications. You acknowledge and agree that Clairvoyant may modify this Agreement at any time in its sole discretion. Any modifications will be posted on www.clairvoyant.com or within the Services. Unless otherwise stated at the time of posting, all modifications become effective upon posting. You are responsible for reviewing the Agreement regularly to stay informed of any modifications. Your continued use of the Services or participation as an Expert after the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to any modification, your sole remedy is to discontinue your participation as an Expert for Clairvoyant.

    2. Waiver. 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. 

    3. Assignment. Neither this Agreement 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. This Agreement shall be binding upon and inure solely to the benefit of you and Clairvoyant and the successors, assigns and Clients of Clairvoyant. 

    4. Entire Agreement. This Agreement, together with the Privacy Policy and any additional terms incorporated by reference, constitutes the entire agreement between you and Clairvoyant with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

    5. Interpretation; Severability. As used in this Agreement, the word “including” means “including, without limitation” in all cases. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted, and the remaining provisions shall remain in full force and effect.

Force Majeure. Clairvoyant will not be liable for any failure or delay in performance under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, failures of utilities or telecommunications, or interruptions or failures of third-party platforms or services.