Knowledge Officer Experts Terms of Service

Last Modified: December 15, 2021

By joining Knowledge Officer Ltd (“Company”) Experts Network, you agree to be bound by these terms (referred to herein as the "Agreement"), the Company Privacy Policy, and the Company Terms of Use, and you hereby represent and warrant to us that you have read each of them. Individuals participating in the Company Experts Network are independent contractors of Company, and they are collectively referred to herein each as a "Experts" Company retains the right to amend the terms of this Agreement at any time, and for any reason, with or without any prior notice to Experts, at its sole discretion.

1. Eligibility

To be eligible to provide Mentor Services (defined below) to Company’s Students, Experts must

Be at least 18 years of age, or the age of majority in your jurisdiction.
Demonstrate knowledge of topic and demonstrating proficiency in the applicable Mentor Service that Expert is interested in providing Mentor Services for.
Not be in violation of, or adjudicated in any court of competent jurisdiction to have violated, any law, act, regulation, or government order.

2. Mentor Services

Company Mentoring Services. Authorized Company users ("Users") and Enterprise customers (“Customers”) have access to various Mentor Services. These Mentor Services include, but not limited to running Live and Pre-Recorded Sessions, Mock-Interviews, 1-1 Mentorship calls and grading Users’ and Customers’ projects.
Performance of Services. Experts agree to utilize their best efforts to mentor, coach, grade, evaluate, assess users and review their projects in accordance with industry standards. Experts also agree to use their best efforts to conduct Mentor Services within the agreed upon time and duration. To the extent that Expert fails to initiate or complete Mentor Services within the time speciﬁed by Company and agreed by the Expert, Company reserves the right to terminate the Mentor Services with Expert.
Publicity Release. Expert hereby permits, authorizes, and licenses Company to display, publicly perform, exhibit, broadcast, reproduce, record, photograph, modify, edit, adapt, sell, license, otherwise use and permit others to use my name, image, likeness, and appearance, voice, professional and personal biographical information without further consent from or royalty, payment or other compensation to Expert. Expert hereby irrevocably transfers and assigns to the Company its entire right, title and interest, if any, in and to the Materials and all copyrights in the Materials incorporated in the Knowledge Officer services arising in any jurisdiction throughout the world, including the right to register and sue to enforce such copyrights against infringers. Expert acknowledges and agrees that s/he has no right to review or approve Materials before they are used by the Company, and that the Company has no liability to Expert for any editing or alteration of the Materials or for any distortion or other effects resulting from the Company's editing, alteration or use of the Materials. The Company has no obligation to use the Materials or to exercise any rights given by this Agreement.

3. Payment

Fees. Subject at all times to Sections 1 and 2 and any applicable service level requirements or guidelines that are set forth by Company at the time that Project is offered to Expert, shall receive the fees stated in accordance with the terms set forth in this Agreement. Experts shall not be entitled to, and Company shall not be liable for, any other fees, expenses, or costs. By accepting the Project, you are agreeing to the fees relating to the Project that are posted at the time of acceptance and to not make a claim relating to the adequacy of the fee pricing or your compensation at a later time.
Payment Terms. All fees and other amounts payable to Expert under this Agreement, if any, are stated in and are payable in British Pounds (GBP) and Expert shall be responsible for the costs associated with any exchange rate converting the GBP into Expert’s local currency. Unless otherwise speciﬁed by Knowledge Officer in writing, Expert will be paid by Company on a monthly basis for all fees payable to Expert. Company shall have no liability to Expert for any payments due under this Agreement that are denied by payment processor, that remain unclaimed for a period of thirty (30) or more days, or otherwise are rejected by other Company provided third-party payment processing service for any reason.

4. Relationship of the Parties

Independent Contractor. Expert is an independent contractor and nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Expert. Experts have no authority to bind Company by contract or otherwise. Expert will perform the Mentor Services under the general direction of Company, but Expert will determine, Expert's sole discretion, the manner and means by which Services are accomplished, subject to the requirement that Expert will at all times comply with applicable law, this Agreement, the Terms of Use, and Company quality standards.
Taxes and Employee Beneﬁts. Expert will report to all applicable government agencies as income all compensation received by Expert pursuant to this Agreement. Expert will be solely responsible for payment of all taxes or any similar items required by any government agency. Expert will not be entitled to any beneﬁts paid or made available by Company to its employees. Expert will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, ﬁnes, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any taxes or similar items in connection with compensation received by Expert pursuant to this Agreement.

5. Ownership

Disclosure of Work Product. Expert will, as an integral part of the performance of Mentor Services, disclose in writing to Company all inventions, products, designs, drawings, notes, documents, information, documentation, improvements, works of authorship, processes, and other materials of any kind that Expert may make, conceive, develop or reduce to practice, alone or jointly with others, in connection with performing Mentor Services, or that result from or that are related to such Mentor Services (collectively, "Expert Work Product").
Ownership of Expert Work Product. Expert and Company agree that, to the fullest extent permitted by applicable law, each item of Expert Work Product will be the sole and exclusive property of Company. Expert hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title and interest in and to the Expert Work Product.

6. Expert Representations and Warranties

No Pre-existing Obligations. Expert represents and warrants that Expert has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conﬂict or inconsistent with or that would hinder Expert's performance of its obligations under this Agreement.
Performance Standard. Expert represents and warrants that Mentor Services will be performed in (i) compliance with all applicable laws and regulations; and (ii) a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Mentor Services. Expert acknowledges that Company may (but is not obligated) to conduct quality assurance audits of the Mentor Services, and may provide notice of failure to perform Mentor Services consistent with this Agreement, the Terms of Use, Project Standards, or rules and instructions relating thereto, and/or terminate the Mentor Services with Expert.
Non-infringement. Expert represents and warrants that the Expert Work Product or the Materials will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Expert Work Product or Materials is created, developed or supplied by Company or by a third party on behalf of Knowledge Officer.
Accurate and Updated Information. Expert represents and warrants that he or she will provide truthful, accurate, and updated information relating to Expert’s application, registration and other information relating to the provision of the Mentor Services.

7. Confidentiality

Expert will not use or disclose to any party any Confidential Information of Company that is obtained from Company through any means. “Confidential Information” means any information designated by Company as confidential or proprietary, all information or data concerning or related to Company’s offerings (including the research, improvement, development or sale thereof), processes, or business operations, including any information related to Company’s customers, Users or suppliers, and any other information that is of such a nature that a reasonable person would believe it to be confidential or proprietary. The Deliverables constitute Company’s Confidential Information. The provisions of this Section do not apply to any information that:

Is rightfully known to Expert prior to disclosure by Company.
Is rightfully obtained by Expert from any third party without restrictions on disclosure.
Is or becomes available to the public without restrictions.
Is or disclosed by Expert with the prior written approval of Company.

Term and Termination

Term. This Agreement will commence on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, will remain in force and effect for as long as Expert is performing Mentor Services.
Termination for Breach. Either party may terminate this Agreement (including all Projects in process) if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days following written notice thereof from the non-breaching party.
Termination for Convenience. Company may terminate this Agreement (including all Projects in process) at any time, for any reason or no reason, immediately upon written notice to Expert.
Effect of Termination. Upon the expiration or termination of this Agreement for any reason:
1. Expert will promptly deliver to Company all Conﬁdential Information in Consultant's possession or control.
2. Company will pay Consultant any accrued but unpaid fees due and payable to Expert.

9. General

This Agreement is governed and controlled by the laws of England and Wales and the English courts will have exclusive jurisdiction to address any disputes arising under or in connection with this agreement. Experts may not assign or transfer this Agreement, in whole or in part, without Company's express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Because the Mentor Services are personal and unique and because Expert will have access to Conﬁdential Information of Company. This Agreement, together Terms of Use, and Privacy Policy constitutes the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Company retains the right to amend the terms of this Agreement at any time, and for any reason, with or without any notice to Expert, at its sole discretion.