Terms and Conditions for Joining Primary Insight Network
Overview and Activities
Primary Insight, Inc. (“Primary Insight”) helps its clients obtain customized information about companies by arranging for those clients to meet with and ask questions of knowledgeable individuals in particular industries. Primary Insight’s clients include financial analysts, asset managers and other Primary Insight clients (collectively, “Clients”).
Primary Insight arranges for individuals (“Contributors”) to participate in paid consulting projects for its Clients (“Projects”). These Projects may include conference calls, participation in online discussion groups or attendance at public or private meetings or other events.
By clicking “I agree”, you are agreeing to be a Contributor and to be bound by these Terms and Conditions.
Biographical Information
Prior to being asked to perform work on a Project, you may be asked to provide certain biographical information and to answer certain questions. These questions may include questions about your field of knowledge and about any potential conflicts of interest you may have related to a particular Project. You agree to comply with these Terms and Conditions with respect to any biographical information or answers you provide.
Relationship
At all times during which you are a Contributor you will be an independent contractor and not an employee of Primary Insight. You will not act or have any authority to act on behalf of Primary Insight in a fiduciary, agent or other capacity.
You understand and confirm that you are not speaking about or acting on behalf of your employer or any other entity, including Primary Insight, in your interactions with Clients on Projects. Primary Insight does not participate in your interactions with our Clients and is not liable or responsible for the content of consultations and Projects arranged by Primary Insight.
Participation and Frequency of Projects
Your participation in Projects is always at your discretion. Contributors are never obligated to accept a Project and may decline to participate for any reason.
If you participate in a Project, you must provide information during any Projects in good faith and to the best of your ability and at all times consistent with these Terms and Conditions.
Primary Insight makes no representation regarding the frequency or quantity of Projects in which you may participate.
Projects in which You Must Not Participate
You must decline any Project or discontinue your participation in any Project:
- That presents a conflict of interest;
- Where participation could breach any agreement with — or other obligation to — any person, employer or other entity;
- Where participation could result in the release of trade secrets or other proprietary or confidential information; or
- Where participation could result in the release of material or relevant nonpublic information concerning any public company or violate any law or regulation.
Without limiting the above restrictions, you must not accept a Project about a company of which you are a director, officer or other employee, or a Project for or concerning a company that is a competitor of a company of which you are a director, officer or other employee. If you are an auditor or former auditor, you will not consult about organizations that you currently audit or have audited in the last three years. In addition, if a public company of which you are a director, officer or other employee is the subject of a tender offer, you must decline all invitations to consult on any Projects while the tender offer process is taking place.
Without limiting the foregoing, you must immediately inform Primary Insight about any potential conflict of interest you may have regarding any Project.
Prior to participating in a Project, you must complete Primary Insight’s Compliance Tutorial online. You may be required to complete this Compliance Tutorial on an annual basis, or more often if there are significant updates.
Consultants and Clinical Trials
If you have provided consulting services to a person or entity or participated in a clinical trial, you may have duties or obligations to treat certain related information as confidential. You must satisfy those duties and obligations and any other policies and requirements of such person or entity, your institution(s) and trial sponsors. Under no circumstances may you ever disclose any confidential information learned in the course of your consulting or clinical trial participation.
Limits on Participation
Contributors are expressly prohibited from providing investment judgment or financial or legal advice, including, but not limited to, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security. The information you provide is not and should not be considered a recommendation or prediction. Our clients should never ask you to and you should not provide investment judgment or financial or legal advice. Contributors who are lawyers will not provide legal advice and will not establish attorney-client relationships with our Clients through Projects. Similarly, Contributors who are doctors will not provide medical advice or establish doctor-patient relationships with our Clients and Contributors who are accountants will not be engaged by our Clients by working on Projects.
It is your responsibility to ensure that you do not violate any law, regulation, agreement or other obligation you may have by participating in any Project or by disseminating any information during such Projects. Should you become concerned with the nature of any inquiry by one of our Clients or whether your participation in a Project could result in a violation of any law, regulation, agreement, Primary Insight policy or other obligation you may have, you should discontinue your participation in the Project and notify us immediately by emailing compliance@primaryinsight.com.
Representations and Acknowledgements of Contributors
You represent that your participation in the Projects does not create a conflict of interest and does not violate or conflict with any agreement, obligation or duty you may have to any other person or entity.
You represent that (i) You have not been convicted of any felony, and (ii) You are not and have not been under investigation by, or the subject of any regulatory or enforcement proceeding brought by, any governmental authority, including any securities or commodities regulatory authority, or any self-regulatory organization at any time.
You agree to notify us immediately if and to the extent you are no longer permitted to participate in any Project.
Furthermore, if and as you undertake Projects, you must ensure that you do not violate any law, regulation, agreement or other obligation you may have. You must not disclose trade secrets or other proprietary or confidential information, including any material, non-public information (or similar concepts as defined under any applicable law or regulation) of an employer or other person or entity.
You represent that your answers to any questions we ask as well as any biographical information you provide are accurate and complete in all material respects and that you will promptly update or provide us with any updated information should any of the information contained in your answers or biography change in any material respect.
You agree to provide information for any Projects in good faith and in all cases consistent with these Terms and Conditions and the guidelines and restrictions contained herein.
You represent that you have the capacity to enter into these Terms and Conditions and to be bound by them.
Confidentiality
You may not, except to the extent required by applicable law (with prior notice to Primary Insight and the Client), communicate or divulge any information which Primary Insight or a Client considers confidential, including, but not limited to, the existence, nature and contents of proposed or actual consultations, surveys or other consulting Projects with Clients or the names of Clients. You must not use any of this information, including, but not limited to, information about investment or trading decisions, for your personal benefit or reveal to any other person any information regarding securities transactions by a Client or the consideration by a Client of any transaction or investment idea that you may learn in the course of the Project. You agree that you will not use such information other than in the course of Projects for that Client.
Primary Insight will treat the personal information you provide us in accordance with our privacy policy, which we may change from time to time. Our privacy policy is available by following this link https://www.primaryinsight.com/privacy-policy/
Copyright
All material on Primary Insight’s web sites, whether explicitly marked or not, as well as any other Primary Insight materials that you receive, or that you produce in the course of your work on Projects, may be protected by copyright or intellectual property laws. By posting material (for example your resume and biographical information), you expressly grant Primary Insight the non-exclusive right to publish, broadcast, copy, distribute, and make available for download such material, whether alone or in combination with other materials. You may download material from Primary Insight’s web site only for your personal, noncommercial use. Subsequent copying, redistribution, or publishing of material is prohibited without written permission. Removal of trademark or copyright notices from any content is strictly prohibited. It is your personal responsibility to be sure that you have the right to share any materials you post on Primary Insight’s web sites or provide Clients; however, under no circumstances should you forward written or electronic materials to Clients unless instructed by Primary Insight in writing.
Contact with Clients
As a condition to participation as a Contributor, you agree that, during a Project and for a period of one year from completion of any Project with a Client to whom you have been first introduced by Primary Insight, not to solicit Projects from or propose any kind of consulting or employment relationship to such Clients where such relationship would be on an ad hoc/as needed basis or projected to last less than 40 hours of work without the prior written permission of Primary Insight. You also agree not to solicit for employment any employee of Primary Insight or of any Clients to whom you have been first introduced by us while a Contributor and for a period of one year after the termination of your relationship with Primary Insight. All interactions with Clients must be set up through Primary Insight. If a Client contacts you without having arranged the Project through Primary Insight, and you consult with the Client, you are not eligible for payment from Primary Insight, even if the call is a follow-up to a recent Project that was arranged through Primary Insight. Clients are not authorized to expand the scope of a Project except to the extent Primary Insight has agreed otherwise in writing with respect to an identified Project.
Contact with Third Parties
You may not in connection with a Project reach out to employees or directors of a company for information about that company, or to any employees or directors of a company that is a competitor to the Client. If you speak with a person who is not the Primary Insight Client in connection with any Project, you agree: (i) not to describe yourself as working for or on behalf of Primary Insight; (ii) to disclose to such person that you are acting on behalf of a Client (without identifying such Client); (iii) not to pay, give anything of value to, or otherwise compensate such person (or promise to do any of the foregoing) to provide you with information; and (iv) not to solicit information from such person for, or transfer information to, the Client if you believe that such person will violate or breach a duty (including a duty of confidentiality) to any party (such as the person’s current or former employer) by disclosing such information to you.
Reliance by Clients
These Terms and Conditions are intended to benefit our Clients and enable our Clients to satisfy themselves that all consultations will be carried out in accordance with applicable laws and will not lead to the improper disclosure of confidential information, including, but not limited to, material, non-public or inside information within the meaning of U.S. federal securities laws, nor the disclosure of our Clients’ confidential information. Clients may from time to time request that you confirm your adherence to and compliance with any part of these terms and conditions as a condition to your participation in a Project, including at the conclusion of a Project. You understand that each of our Clients and the person with whom you may engage in any consultation is an intended third party beneficiary of these Terms and Conditions and the covenants and agreements made by you hereunder, and that our Clients will have the same rights and expectations with respect to your compliance with these Terms and Conditions as a third party beneficiary as possessed by Primary Insight as a direct contracting party.
Expectations of Service
You must either accept or decline an offer to join a Project within 48 hours of receiving an invitation and to schedule accepted Projects within five business days of contact from the Client. If there is a possibility that you would be unable to meet the requested timetable of consultations for any Project because of time constraints, or for any other reason, please decline the Project.
Payment to Contributors
Primary Insight will pay Contributors an hourly fee for services performed as part of agreed upon Projects. The fee will be pro-rated on a per minute basis. The exact amount of the hourly fee will be mutually agreed upon when a Primary Insight employee contacts you to schedule a Project. Primary Insight reserves the right to withhold payment if you violate these Terms and Conditions.
Most Projects will involve you speaking to Clients either on conference calls or in face to face meetings. You may only charge for the time you are present on the conference call or in the meeting, as applicable. You may not charge for any time you spend doing research or otherwise preparing for a meeting or conference call.
You may list a proposed hourly fee on our web site. However, you may not charge your proposed fee, rather, you may only charge the fee mutually agreed upon when Primary Insight contacts you to schedule a Project.
After you have completed a Project, you will log in to our web site to verify how much time you spent on the Project. You will not be paid until after you have verified this information.
Access Rights
Your account, username and password are for your individual use only. You may not share your account information with others. You must not use the service to promote, conduct or solicit the performance of any business or activity. The terms of your access of the Primary Insight website and portal are governed by the Access Agreement, available at https://www.primaryinsight.com/access-agreement/
Right to Injunction/Limitation on Liability
In the event that you, as a Contributor, breach any of the promises concerning confidentiality or other obligations within these Terms and Conditions, you acknowledge that Primary Insight’s remedy at law will be inadequate and that Primary Insight will be entitled to an injunction to prevent your prospective or continuing breach.
In no event, will Primary Insight be liable to you or any other party for any damages resulting from or relating to your participation as a Contributor, the performance of any services by you as a Contributor or the business operations of Primary Insight, including, but not limited to, any incidental, consequential, punitive or special damages.
You agree to defend, indemnify and hold harmless Primary Insight and its parent companies, subsidiaries, affiliates and their Clients, licensees, employees and agents, from any and all claims, demands, causes of action, costs, expenses and liabilities including, but not limited to, any and all legal fees and costs and any other expenses incurred in investigating, preparing for, defending against or settling any commenced or threatened litigation, arbitration, proceeding or claim, arising out of your breach of any provision of this agreement or any claim that the use of any materials you have provided infringe on a third party’s rights.
Governing Law
The provisions of these Terms and Conditions and any other terms of the parties contractual relationship will be governed by, and construed and enforced in accordance with the laws of the State of New York applicable to contracts to be performed wholly within the State of New York , without regard to the conflicts of law principles thereof. Any action brought in relation to these Terms and Conditions will be brought in a Federal or State court in the City of New York, and both parties hereby irrevocably consent to the jurisdiction of such courts, and both parties are hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby consents to service of process by any means authorized by New York law (other than by publication). Each party waives any right to trial by jury with respect to any dispute, suit, action or proceeding arising out of or relating to these Terms and Conditions or otherwise relating to the relationship of the parties, whether in contract, tort or otherwise.
Severability
If any provision of these Terms and Conditions is declared or found to be invalid, illegal, unenforceable or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable or void, it being the intent and agreement of the parties that these Terms and Conditions shall be deemed amended by modifying such provision to the extent necessary to make it valid, legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision that is valid, legal and enforceable and achieves the same objective.
Entire Agreement
These Terms and Conditions, together with Primary Insight’s Privacy Policy and Access Agreement, constitute the entire agreement between us with respect to the subject matter described above and supersede and merge all prior proposals, understandings and all other agreements, oral and written between the parties relating to such subject matter.
Amendment
These Terms and Conditions may be amended or updated in the sole discretion of Primary Insight. In the event of any such amendment or update, the new Terms and Conditions will be posted to Primary Insight’s website, and you will be required to agree to the revised Terms and Conditions prior to participating in any further Project.
Last Updated: January, 2017
2017
