Terms

Terms and Conditions

Last updated: December 23, 2024

1. Introduction

Welcome to Avenor Research LLC (“Avenor Research,” “we,” “us,” “our,” or “Company”). By becoming a member of our network, engaging with us, or participating in any projects, you agree to these terms and conditions, which constitute a binding contract between you and Company. We reserve the right to modify these terms at any time. It is your responsibility to review these terms regularly. The most current version of these terms will be posted at avenorresearch.com/terms, with the date on which these terms were last updated at the top.

2. Definitions

  • Company: Refers to Avenor Research LLC.
  • Expert/Member: Any individual or entity registered to participate in projects with the Company.
  • Project: Any consultation, survey, or other work engagements conducted for Company clients.
  • Client: The organization that requests services from the Company via Projects.

3. Membership and Participation

You must confirm that your participation with Company does not conflict with any agreements, legal obligations, or employment policies. It is your responsibility to ensure that you have obtained all necessary permissions from your employer or other third parties.

You agree not to:

  • Disclose any confidential, proprietary, or material non-public information obtained from current or former employers or other third parties.
  • Participate in any projects that could create a conflict of interest or where such participation may violate the policies of any third party, including but not limited to direct competitors, current, or former employers. If uncertain about the potential for a conflict, the expert must decline participation until clarity is obtained.
  • Accept or continue any project that involves a company in which you are currently an employee, board member, or consultant unless explicitly authorized by that company.

4. Confidentiality

You agree to maintain the confidentiality of all information disclosed or accessed during your engagement with Avenor Research (“Company”), its clients, or other Experts. This includes, but is not limited to:

Definition of Confidential Information:

  • Proprietary information, trade secrets, business strategies, technical data, financial information, intellectual property, and other non-public information provided by the Company, its clients, or other Experts.
  • Any information marked as confidential or which, by its nature, would reasonably be considered confidential.

Obligations:

  • Non-Disclosure: You must not disclose Confidential Information to any third party without prior written consent from the Company, except as required by law or valid legal process.
  • Restricted Use: Confidential Information must be used solely for the purpose of fulfilling your obligations under your engagement with the Company.
  • Safeguarding Information: You must take all reasonable measures to protect Confidential Information from unauthorized access, disclosure, or misuse.

Exceptions:

Confidential Information does not include information that:

  • Is or becomes publicly available through no breach of this provision.
  • Is lawfully obtained from a third party without restrictions on disclosure.
  • Is independently developed by you without reliance on Confidential Information.

Legal Disclosure:

If you are required to disclose Confidential Information by law or legal process, you agree to:

  • Provide prompt written notice to the Company, to the extent permitted by law, so it may seek a protective order or other remedy.
  • Disclose only the portion of the Confidential Information that is legally required.

Return or Destruction of Information:

Upon termination of your engagement or at the Company’s request, you agree to promptly return or securely destroy all Confidential Information in your possession or control, including any copies, notes, or summaries.

Duration of Obligation:

Your confidentiality obligations under this provision will survive the termination of your engagement with the Company for a period of five (5) years, or longer if required by applicable law.

Remedies:

Any breach of this confidentiality provision may result in irreparable harm to the Company, for which monetary damages may be insufficient. The Company is entitled to seek equitable relief, including injunctions and specific performance, in addition to any other remedies available under law or equity.

5. Compliance and Legal Obligations

By agreeing to these Terms and Conditions, you represent and warrant that:

Eligibility and Legal Authority:

  • No Conflicts: You have no legal, contractual, or policy-based limitations, restrictions, or conflicts that would prevent or limit your participation in Avenor Research’s projects.
  • Authorization: You have obtained any necessary permissions from your employer, institution, or other relevant parties to engage in the Company’s projects, as applicable.

Confidentiality and Non-Disclosure:

  • Non-Disclosure of Proprietary Information: You will not disclose, use, or discuss confidential, proprietary, or material non-public information, including but not limited to trade secrets, proprietary data, unpublished financial, clinical, or technical results, or any other sensitive information obtained from prior or concurrent engagements.
  • Safeguards: You will take all reasonable steps to prevent the inadvertent or unauthorized disclosure of such information.

Compliance with Laws and Policies:

You agree to conduct your participation in the Company’s projects in full compliance with:

  • Applicable Laws and Regulations: This includes, but is not limited to, anti-corruption laws (e.g., the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act), data protection laws (e.g., GDPR, CCPA), export control regulations, and other laws applicable to your engagement.
  • Professional and Institutional Policies: If you are affiliated with a professional organization, institution, or regulatory body, you will adhere to all relevant policies, rules, and ethical guidelines.

Anti-Corruption Obligations:

  • Prohibited Conduct: You will not offer, promise, or give anything of value to improperly influence any decision or secure an improper advantage in connection with your participation in the Company’s projects.
  • Facilitation Payments: You agree not to engage in facilitation payments or any other prohibited transactions.

Non-Infringement:

You represent that your participation in the Company’s projects will not:

  • Violate or infringe the rights of any third party, including intellectual property rights, trade secrets, or contractual obligations.
  • Result in the unauthorized disclosure of proprietary or confidential information from any other organization, institution, or individual.
  • Provide advice on regulations, policies, or legislation that you have the authority to influence, approve, or enforce.

Reporting Obligations:

You agree to immediately report to the Company (legal@avenoreresearch.com):

  • Any actual or potential conflicts of interest.
  • Any suspected or actual violations of applicable laws, regulations, or these Terms and Conditions during your engagement.

Consequences of Non-Compliance:

  • Termination of Engagement: Any breach of this provision may result in the immediate termination of your participation in the Company’s projects.
  • Legal and Financial Liability: You may be held legally and financially liable for any damages arising from non-compliance with these obligations.

By accepting these Terms and Conditions, you acknowledge your understanding of and commitment to full compliance with all legal, ethical, and contractual obligations associated with your engagement with Avenor Research.

6. Prohibited Activities

By agreeing to these Terms and Conditions, you explicitly acknowledge and agree that you will not engage in any activities that:

Violate Laws, Regulations, or Ethical Standards:

  • Insider Information: Disclose, use, or trade on the basis of material non-public information (MNPI) obtained during your engagement, whether directly or indirectly.
  • Regulatory Compliance: Breach any applicable local, national, or international laws, regulations, or professional ethical standards, including those related to securities, anti-corruption, data protection, or confidentiality.

Exploit or Misuse Confidential Information:

  • Personal Benefit: Derive personal financial or professional gain from information obtained through consultations or projects, including but not limited to: Subject matter discussed in consultations, client activities or inquiries, strategic, financial, or operational insights obtained during projects.
  • Unauthorized Use: Use Company-provided data, materials, or insights outside the scope of the engagement or for purposes not explicitly authorized by the Company.

Provide Misleading or False Information:

  • Integrity of Consultations: Provide incomplete, inaccurate, or knowingly false information during consultations or in any interactions with the Company or its clients.
  • Misrepresentation of Expertise: Misrepresent your qualifications, credentials, experience, or affiliations to secure participation in projects.

Engage in Unprofessional Conduct:

  • Discriminatory or Harassing Behavior: Engage in any form of discriminatory, harassing, or offensive conduct toward clients, other Experts, Company employees, or third parties involved in projects.
  • Personal Attacks or Defamation: Make disparaging or defamatory remarks about clients, other Experts, or the Company, whether in professional settings or publicly.

Circumvent Company Policies or Processes:

  • Direct Engagements: Attempt to bypass the Company to solicit or engage directly with its clients, employees, or other Experts for personal or professional purposes without the Company’s prior written consent.
  • Unauthorized Activities: Perform any actions that are not explicitly permitted under these Terms and Conditions or relevant engagement agreements.

Engage in Activities Harmful to the Company:

  • Reputation or Business Operations: Undertake actions that could harm the Company’s reputation, business interests, or operations, including unauthorized sharing of proprietary Company processes, tools, or methodologies.
  • Conflicts of Interest: Participate in projects or activities that create actual or perceived conflicts of interest without promptly disclosing such conflicts to the Company.
  • Restrictions on Government and State-Owned Enterprise Employees: Experts who are current or former employees, officers, or representatives of state-owned enterprises, government agencies, or international organizations are prohibited from discussing legislation, regulation, policy, contracts, or other matters they have the authority to vote upon, approve, or influence. Any breach of this restriction must be reported to Avenor Research immediately.
  • Provide Professional Advice: Experts are prohibited from providing professional advice of any kind, including but not limited to legal, investment, financial, or medical advice. All contributions must be limited to sharing insights based on professional experience and expertise, without making recommendations or decisions on behalf of clients.

Consequences of Violation:

Any violation of this provision may result in:

  • Immediate termination of your engagement with the Company.
  • Forfeiture of compensation related to the engagement.
  • Legal action to recover damages caused by the prohibited activity.

By agreeing to these Terms and Conditions, you confirm your understanding of and commitment to refraining from the prohibited activities outlined above.

7. Expert's Responsibility

As an Expert engaged with Avenor Research, you agree to:

Accuracy and Completeness of Information:

  • Profile Information: You are responsible for ensuring that all information provided to the Company, including but not limited to your experience, qualifications, employment, and affiliations, is accurate, truthful, and complete.
  • Updates to Profile: You agree to promptly update your profile to reflect any changes in your employment status, affiliations, certifications, or other relevant details that may affect your eligibility or participation in the Company’s projects.

Prohibited Misrepresentation or Omission:

  • Misrepresentation: Providing false, misleading, or exaggerated information about your experience, background, or affiliations is strictly prohibited.
  • Omission: Failing to disclose material information, such as conflicts of interest, relevant employment changes, or professional restrictions, is also prohibited.

Consequences of Misrepresentation or Omission:

  • Termination: Any misrepresentation, omission, or failure to maintain the accuracy of your profile may result in the immediate termination of your relationship with the Company.
  • Forfeiture of Compensation: The Company reserves the right to withhold or recover compensation paid to you in connection with engagements impacted by misrepresented or omitted information.
  • Legal Remedies: The Company may pursue legal remedies for damages caused by your misrepresentation or omission.

Indemnification:

  • Indemnity for Losses: You agree to indemnify, defend, and hold harmless Avenor Research, its affiliates, employees, and agents from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to: Your intentional or unintentional misrepresentation or omission of information in your profile or during any engagement. Any third-party claims resulting from inaccurate or incomplete information you provided.

Acknowledgment of Responsibility:

By engaging with the Company, you acknowledge and agree to these responsibilities and accept the consequences outlined above in the event of non-compliance.

8. Payment and Compensation

  • Payment Timeline: Payments for services rendered will be made within 30 days following the completion of a project, provided all terms and obligations have been met. If payment is not collected within six (6) months from the completion date, the right to claim payment will be forfeited.
  • Forfeiture of Payment: If you breach any compliance guidelines or the terms and conditions outlined by Company, including but not limited to the disclosure of confidential information, violation of a conflict of interest policy, or failure to provide accurate information, you will forfeit any payment for the relevant project.
  • Call Cancellation: If a project involves a consultation call that is canceled within 15 minutes of the client joining, Company reserves the right to withhold payment for that session.
  • Payment Calculation: Payment is based on the agreed-upon rate for each project, prorated to the number of full minutes completed during consultations or other deliverables.

9. Publishing of Expert Information

By participating in Company’s projects, you agree that Company may publish certain information about you, including your name, professional title, and relevant details related to your expertise, as necessary to fulfill the obligations of the project. This information may be shared with clients for the purposes of project engagement, marketing, or internal business use.

  • Public Listings: Company may display your professional information (such as your name, position, and participation in past projects) on its website, client platforms, or other promotional materials. However, no personal contact details will be publicly disclosed without your explicit consent.
  • Consent to Distribution: By agreeing to these terms, you consent to the inclusion of your professional information in any reports, transcripts, or summaries that result from the projects you participate in. You also grant Company the right to use this information in client reports and presentations.
  • Right to Object: If you wish to limit the publication or distribution of your personal information, you may contact Company at any time. However, some disclosures may be necessary for the execution of a project, and in such cases, refusal may limit your ability to participate.

10. Non-Circumvention

By agreeing to these Terms and Conditions, you expressly acknowledge and agree that all client and expert relationships facilitated through Avenor Research are proprietary to the Company. To protect the Company’s legitimate business interests, you agree to the following:

Non-Circumvention Obligations

For a period of twelve (12) months from the completion of any project or engagement facilitated by the Company, you agree that you will not, directly or indirectly:

  • Contact, Solicit, or Engage: Initiate, solicit, or engage in any form of communication, consultation, or business relationship with any client or expert introduced to you by the Company without obtaining the prior written consent of the Company.
  • Bypass the Company’s Role: Engage in any business dealings or transactions with such clients or experts that bypass or circumvent the Company’s role as the intermediary. This includes, but is not limited to: Providing or receiving consultations, advice, or services. Participating in projects, collaborations, or other engagements. Establishing any professional, commercial, or contractual relationships.

Prohibited Activities

Prohibited circumvention activities include:

  • Direct Agreements: Entering into direct agreements or transactions with clients or experts without the Company’s prior written approval.
  • Intermediary Use: Utilizing third parties, affiliates, or other intermediaries to facilitate unauthorized contact or transactions.

Notification Requirement

If a client or expert introduced by the Company contacts you directly to solicit a relationship or engagement, you agree to promptly notify the Company in writing and refrain from responding without the Company’s guidance.

Consequences of Breach

In the event of a violation of this provision:

  • Termination of Participation: Your relationship with the Company will be terminated immediately.
  • Legal Action: The Company reserves the right to pursue legal remedies, including: Recovery of damages resulting from the circumvention, including compensation or fees earned from unauthorized interactions. Injunctive relief to prevent further breaches of this provision.

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, employees, and agents from any claims, losses, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to a breach of this Non-Circumvention provision.

Survival of Obligations

The obligations under this provision will survive the termination of your relationship with the Company for the specified twelve (12) month period or any longer period required to enforce the Company’s rights.

By agreeing to these Terms and Conditions, you confirm your understanding of and commitment to this Non-Circumvention provision.

11. Intellectual Property

By participating in projects with Avenor Research, you acknowledge and agree to the following:

Ownership of Intellectual Property

  • Company Ownership: The Company retains sole ownership of all intellectual property rights related to the outcomes of any project, including but not limited to reports, advice, materials, methodologies, designs, and other deliverables created or developed during your participation.
  • Automatic Assignment: All intellectual property rights in any work product you create or contribute to as part of your engagement with the Company are automatically assigned to the Company upon creation, to the fullest extent permitted by law.

Transfer of Rights

  • Assignment Agreement: You hereby assign, transfer, and convey to the Company all rights, title, and interest in and to any intellectual property created, conceived, or developed during your participation in the Company’s projects.
  • Waiver of Moral Rights: To the extent permitted by law, you irrevocably waive all moral rights or similar rights in the work product, including the right to be identified as the author or to object to modifications.

Use of Pre-Existing Intellectual Property

  • Disclosure of Pre-Existing Materials: If you incorporate any pre-existing intellectual property or materials (e.g., prior work, templates, proprietary tools) into the deliverables, you must disclose this to the Company in writing prior to its use.
  • License to Use: If such pre-existing intellectual property is incorporated with the Company’s approval, you grant the Company a non-exclusive, perpetual, royalty-free, and transferable license to use, modify, and distribute the incorporated materials.

Confidentiality of Intellectual Property

  • Restriction on Use: You agree not to use, disclose, or exploit any intellectual property created or developed during the projects for personal or professional purposes outside the scope of the Company’s authorization.

Consequences of Breach

  • Termination and Remedies: Any breach of this provision may result in immediate termination of your participation in the Company’s projects and legal action to recover damages or enforce intellectual property rights.
  • Indemnification: You agree to indemnify, defend, and hold harmless the Company from any claims, damages, or liabilities arising from your failure to assign intellectual property rights or unauthorized use of intellectual property.

Survival of Obligations

The obligations under this provision survive the termination of your relationship with the Company, ensuring continued protection of the Company’s intellectual property rights.

By agreeing to these Terms and Conditions, you confirm your understanding of and commitment to the intellectual property requirements outlined above.

12. Termination

Company reserves the right to terminate or suspend your membership at any time for non-compliance with these terms. You may also terminate your participation in any project at your discretion, provided it does not violate these terms.

13. Limitation of Liability

To the fullest extent permitted by applicable law, Avenor Research (“Company”) limits its liability to ensure fair allocation of risk in its engagements. By agreeing to these Terms and Conditions, you acknowledge and agree to the following:

Exclusion of Indirect or Consequential Losses

The Company will not be liable for any indirect, incidental, special, punitive, or consequential damages arising out of or related to your engagement with the Company, including but not limited to:

  • Loss of profits, revenue, or anticipated savings.
  • Loss of business opportunities or goodwill.
  • Loss, corruption, or unauthorized disclosure of data.
  • Reputational harm or any other intangible losses.

Limitation of Total Liability

  • Aggregate Liability: The Company’s total liability for any claims, whether in contract, tort (including negligence), or otherwise, arising out of or related to any project or engagement will not exceed the total compensation paid to you by the Company for the specific project giving rise to the claim.
  • No Additional Remedies: This limitation applies even if the remedies provided under these Terms and Conditions fail their essential purpose.

No Warranties or Guarantees

  • Service Disclaimer: The Company provides its services “as is” and “as available,” without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or error-free operation.

Exceptions to Limitations

The limitations of liability outlined in this provision do not apply to:

  • Liability resulting from gross negligence, willful misconduct, or fraud by the Company.
  • Any liability that cannot be excluded or limited under applicable law.

Indemnification of the Company

You agree to indemnify, defend, and hold harmless the Company from any claims, damages, liabilities, or expenses arising out of your breach of these Terms and Conditions or your negligence, misconduct, or unauthorized actions in connection with your engagement.

Acknowledgment of Risk Allocation

By agreeing to these Terms and Conditions, you acknowledge that this Limitation of Liability is a fundamental basis of the agreement and reflects a fair allocation of risk between you and the Company.

14. Governing Law

These Terms and Conditions, as well as any disputes arising out of or related to them, will be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of laws principles that would result in the application of the laws of another jurisdiction.

Jurisdiction and Venue

  • Exclusive Jurisdiction: Any legal action or proceeding arising under these Terms and Conditions will be brought exclusively in the courts of New York county in New York.
  • Waiver of Objection: You irrevocably waive any objection to the jurisdiction or venue of these courts, including objections based on inconvenience or lack of proper venue.

Waiver of Jury Trial

To the fullest extent permitted by law, both parties knowingly, voluntarily, and irrevocably waive their right to a trial by jury in any legal proceeding arising out of or related to these Terms and Conditions.

Alternative Dispute Resolution (Optional)

Before initiating legal proceedings, the parties agree to make a good-faith effort to resolve disputes through the following:

  • Negotiation: The parties will first attempt to resolve any dispute informally through direct communication.
  • Mediation (Optional): If negotiation fails, the parties may agree to engage in mediation facilitated by a neutral third party. The costs of mediation will be shared equally.

No Waiver of Rights

  • Preservation of Remedies: This provision does not limit either party’s right to seek interim or equitable relief, such as an injunction, to protect their rights or interests.
  • Statutory Rights: Nothing in this provision limits any rights that cannot be waived under applicable law.

Severability of Governing Law Provision

If any part of this provision is found to be invalid or unenforceable, the remaining parts will remain in effect and continue to govern the relationship between the parties.

By agreeing to these Terms and Conditions, you confirm your understanding of and commitment to the legal framework, dispute resolution mechanisms, and waiver of jury trial outlined above.

15. Contact Information

For any questions regarding these Terms and Conditions, please contact us at legal@avenoreresearch.com.