Expert Terms of Service
THIS IS A BINDING AGREEMENT. PLEASE READ IT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR OBLIGATIONS AND OUR RESPECTIVE RIGHTS, INCLUDING LIMITATIONS OF LIABILITY, AN INDEMNIFICATION OBLIGATION, A BINDING ARBITRATION PROVISION, AND A CLASS ACTION WAIVER. BY CONFIRMING YOUR DETAILS, SETTING UP YOUR ACCOUNT, AND CHECKING THE BOX TO ACCEPT THESE TERMS, OR BY PARTICIPATING IN ANY INTERVIEW OR CONSULTATION FACILITATED BY FIELDNOTES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE THEN-CURRENT VERSION OF THESE EXPERT TERMS OF SERVICE.
FieldNotes is operated by FieldNotes, Inc., a Delaware corporation ("FieldNotes," "we," "us," or "our"). These Expert Terms of Service (the "Terms") govern your participation as an expert ("Expert," "you," or "your") in FieldNotes' expert interview and consultation services (the "Services"). FieldNotes facilitates recorded interviews and consultations (each, an "Engagement") in which you share your professional knowledge and experience with clients of FieldNotes.
1. Your Relationship With FieldNotes
- You participate in the Services as an independent, non-agent contractor. You are not an employee of FieldNotes, you are not eligible for any employment benefits, and you have no authority to act on behalf of or bind FieldNotes.
- You participate in your individual capacity, and not as a representative of, or on behalf of, any employer or other entity, unless FieldNotes has agreed otherwise in writing.
- Your participation is always at your own discretion. There is no minimum time commitment, and your participation is non-exclusive.
- It is your sole responsibility to determine whether you are permitted to participate. If you are in any way unsure of your ability to comply with these Terms, you must decline to participate.
2. Eligibility and Your Representations
You represent and warrant that you are at least eighteen (18) years of age and are participating in a professional or business capacity. Each time you accept an Engagement, you further represent and warrant that:
- Nothing prohibits or limits your participation, including any employment, consulting, confidentiality, or non-disclosure agreement, any employer policy or code of conduct, any fiduciary duty, or any other contractual, legal, regulatory, or professional obligation to which you are subject;
- To the extent your ability to consult is limited in any way, you have obtained all consents and waivers necessary to participate;
- Your participation will not cause you to breach any obligation to any current or former employer or any other third party; and
- Your contributions to the Engagement will be original to you and will not infringe or misappropriate any third party's intellectual property or other rights.
You will decline, or immediately discontinue, any Engagement that presents a conflict of interest or that would cause you to violate any applicable law, these Terms, or any obligation you owe to a third party.
3. Accuracy of Your Background
- The employment history, professional background, and other profile information you provide is true, accurate, and complete, and you will keep it current.
- You acknowledge that FieldNotes and its clients rely on this information when selecting you for Engagements. You will not accept any Engagement unless your information is accurate and up to date.
- FieldNotes may, but is under no obligation to, verify your identity, background, employment history, or the accuracy of any payment request, including through third-party services. You agree to cooperate with any such verification.
4. Confidential Information and MNPI
- You will not disclose material non-public information ("MNPI") as defined under applicable United States securities laws.
- You will not disclose any trade secret or any proprietary or confidential information belonging to any current or former employer or any other third party, or any information you are otherwise under a duty to keep confidential.
- If any question or line of inquiry calls for information you are prohibited from disclosing, you will decline to answer it and may flag it to FieldNotes.
5. Authenticity of Your Answers
- The substance of your answers must be your own knowledge, experience, and professional judgment.
- You will not use any artificial intelligence system, large language model, or other automated tool to generate the substantive content of your answers and present that content as your own. Doing so is a material breach of these Terms.
- You may use such tools for incidental purposes that do not affect the substance of your answers, such as scheduling or reviewing these Terms. The insight you provide to clients, however, must be genuinely and originally yours.
- Because the entire value of the Services depends on authentic, firsthand human expertise, FieldNotes may decline to pay for any Engagement, and may remove from its network any Expert, that FieldNotes reasonably determines has presented generated or non-original content as their own.
6. Recording, Transcripts, and Ownership
All Engagements are recorded and transcribed. A recording notice is provided at the start of each Engagement, and by joining or continuing in any Engagement following that notice, you consent to being recorded and transcribed.
You hereby assign to FieldNotes all right, title, and interest in and to your contributions to each recording and transcript, and you waive any claim to them. FieldNotes owns all recordings, transcripts, and derivative works (collectively, "Transcripts"), including the right to use, edit, reproduce, distribute, display, license, sell access to, commercialize, and otherwise exploit them for any purpose and for FieldNotes' sole account, subject to Section 8 and the "Marketing" paragraph of Section 7. Section 7 otherwise describes, and does not limit, FieldNotes' rights under this Section.
Anonymity; further rights. FieldNotes presents Transcripts to clients on an anonymized basis: your name and directly identifying details are removed before any Transcript is made available to any client, and FieldNotes will not attribute a Transcript or recording to you by name, or use your name or likeness in any client-facing product, without your prior consent. You consent to FieldNotes using your identity and background internally to operate the Services (for example, matching, verification, and payment). You further grant FieldNotes: (a) the right to attach to any Transcript an anonymized description of your professional background (for example, former title, function, seniority, employer category, industry, and tenure period), which shall not be considered a disclosure of your identity under Section 8; (b) the right to edit, excerpt, scrub, condense, translate, and recombine Transcripts, and, to the fullest extent permitted by applicable law, you irrevocably waive any moral rights and any rights of attribution or integrity in your contributions; (c) written consent, under applicable rights of publicity and privacy laws (including New York Civil Rights Law §§ 50–51), to reproduce, distribute, and commercially exploit your voice as captured in Engagement recordings, including by making recordings or excerpts available to clients and subscribers as described in Section 7, in each case presented without your name and identified, if at all, only by an anonymized description as in clause (a); you acknowledge that any recording necessarily includes your voice as spoken during the Engagement; and (d) the right to index, embed, analyze, and process Transcripts and recordings using automated and artificial-intelligence systems and to create and commercialize aggregated, derived, or AI-assisted products based on Transcripts, provided any such product identifies you, if at all, only by an anonymized description as in clause (a).
- You will not record, transcribe, or retain your own copy of any Engagement, and you will not permit any third party to join any Engagement without FieldNotes' prior consent.
7. Library and Future Products
- You grant FieldNotes the right to include any Transcript in a current or future searchable library, database, or subscription product, and to make any Transcript available to FieldNotes' vetted clients and subscribers — including purchasers of access to any such library, database, or subscription product — each of whom is bound by its own confidentiality and restricted-use obligations to FieldNotes. The manner in which FieldNotes vets clients and subscribers and structures those obligations is in FieldNotes' sole discretion, and the preceding sentence describes FieldNotes' program and is not a condition of, or limitation on, the rights granted in Section 6 or this Section 7.
- You acknowledge that all Engagements are conducted in service of this library, and that you may not opt out of having your Transcripts included in it.
- FieldNotes controls which clients may access any Transcript and may apply limitations on access at its discretion, including limitations intended to avoid certain conflicts. FieldNotes makes no representation as to which clients can or cannot access any particular Transcript.
- Your compensation for any Engagement is limited to the payment described in Section 10. You are not entitled to any royalty, revenue share, or other compensation in connection with any use, distribution, licensing, or sale of any Transcript or of any library, database, or product incorporating it. This Section describes, and does not limit, the rights FieldNotes holds under Section 6.
Marketing. FieldNotes will not use your name, likeness, or identity in any public-facing marketing materials without your prior consent. For clarity, making a Transcript available to clients within the Services or any FieldNotes library or subscription product is not public-facing marketing and is governed by this Section and Section 6.
8. Client Anonymity
- Clients are anonymous to you and are referred to only as "Client." You will not attempt to identify, research, or contact any client.
- FieldNotes does not disclose your identity to clients beyond what is operationally necessary for a specific Engagement, and may remove identifying details from Transcripts at its discretion.
9. Non-Circumvention
- For a period of twelve (12) months following your most recent Engagement involving a given client, you will not, directly or indirectly, solicit, contact, or enter into any consulting, advisory, employment, or other business arrangement with that client outside of the Services, without FieldNotes' prior written consent.
- All client interactions must be arranged through FieldNotes. If a client contacts you directly, you will not engage and will notify FieldNotes. You are not eligible for payment for any interaction not arranged through FieldNotes, even if it follows from a prior Engagement.
10. Payment
- Your rate is the rate in effect and agreed at the time you accept an Engagement. FieldNotes may change rates from time to time; any change applies only to Engagements accepted after the change takes effect.
- Time-based Engagements are paid in fifteen (15) minute increments and are not prorated. Any partial increment is paid as a full increment (for example, a 22-minute call is paid as 30 minutes).
- After an Engagement is completed, FieldNotes will issue payment to the payment method on your profile, typically promptly, provided your payment details and any required tax details are on file.
- You are solely responsible for providing and maintaining accurate payment details, which you should provide and update through your profile rather than by email. Errors in the details you submit are your responsibility, and FieldNotes will not reprocess or reissue any payment sent in accordance with the details you provided.
- FieldNotes may combine amounts owed to you into a single payment, and may withhold or recover payment to the extent it reasonably determines you have violated these Terms.
11. Taxes
- As an independent contractor, you are solely responsible for all taxes owed on any amounts you receive from FieldNotes, and for any fees imposed by your financial institution.
- Where required by applicable federal or state tax reporting rules, FieldNotes will issue United States Experts an IRS Form 1099 (for example, Form 1099-NEC for payments at or above the federal reporting threshold). You must provide a completed Form W-9 and any required tax details when FieldNotes requests them; FieldNotes cannot process further payments to you until those details are on file.
12. Assumption of Risk; Release
YOU PARTICIPATE IN THE SERVICES AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR WHAT YOU SAY DURING ANY ENGAGEMENT AND FOR ENSURING THAT YOUR PARTICIPATION COMPLIES WITH ALL OF YOUR OBLIGATIONS TO THIRD PARTIES.
- FieldNotes is not responsible for any consequence to you arising from your participation in the Services, including without limitation any action taken by any current or former employer, any claim brought by any third party arising from your statements, or any effect of any Transcript being accessed or used by any client.
- You release FieldNotes and all persons acting under its authority from any claim, liability, or action, including any claim for defamation, breach of confidentiality, copyright infringement, or invasion of privacy, arising in connection with your statements, your Content, or your participation in the Services.
13. Indemnification
You agree to defend, indemnify, and hold harmless FieldNotes and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your statements, answers, or other materials you provide ("Content"); (c) your disclosure of MNPI or of any third party's confidential or proprietary information; (d) any misrepresentation of your background, eligibility, or employment status; (e) your violation of any applicable law or any obligation owed to a third party; or (f) your infringement or misappropriation of any third-party right.
14. No Guarantee of Work; Disclaimer of Warranties
FieldNotes makes no representation regarding the frequency, quantity, or type of Engagements you will be offered or selected for. Your participation is non-exclusive and entirely at your discretion.
THE SERVICES AND ANY ASSOCIATED PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
15. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FIELDNOTES' AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR PARTICIPATION IN THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY FIELDNOTES TO YOU FOR THE SPECIFIC ENGAGEMENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL FIELDNOTES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND. ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT SHALL BE PERMANENTLY BARRED.
16. Suspension and Termination
- FieldNotes may suspend, limit, or terminate your participation in the Services at any time, with or without cause and with or without notice. In the event of any actual or suspected breach of these Terms, FieldNotes may immediately suspend or terminate your participation, forfeit any pending Engagement, and withhold related payment.
- You may withdraw from the Services at any time on notice to FieldNotes, subject to your obligation to complete any Engagement you have accepted.
- Termination does not affect FieldNotes' rights in any Transcript already created, which survive in accordance with Sections 6 and 7.
17. Confidentiality of These Terms and the Relationship
These Terms, your relationship with FieldNotes, and the existence and content of any Engagement are confidential. You will not disclose them to any third party except as required by applicable law or with FieldNotes' prior written consent.
18. Modifications
FieldNotes may amend these Terms at any time. FieldNotes may provide notice of amendments via the platform or by email. Your continued participation in the Services following any amendment constitutes acceptance of the amended Terms.
19. Governing Law; Arbitration; Class Action Waiver
These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single neutral arbitrator, on a confidential basis, seated in New York County, New York.
YOU AND FIELDNOTES EACH WAIVE ANY RIGHT TO A TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS.
Notwithstanding the foregoing, either party may (a) bring claims relating to intellectual property rights or seek injunctive or other equitable relief in the state or federal courts located in New York County, New York; and (b) bring an individual claim in small claims court. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the courts located in New York County, New York.
20. Survival
The following Sections, together with any other provision that by its nature should survive, shall survive termination or expiration of these Terms: 3 (Accuracy of Your Background), 4 (Confidential Information and MNPI), 6 (Recording, Transcripts, and Ownership), 7 (Library and Future Products), 9 (Non-Circumvention), 12 (Assumption of Risk; Release), 13 (Indemnification), 15 (Limitation of Liability), 16 (Suspension and Termination), 17 (Confidentiality), 19 (Governing Law; Arbitration; Class Action Waiver), 20 (Survival), and 21 (General Provisions).
21. General Provisions
If any provision of these Terms is held unlawful, void, or unenforceable, it shall be reformed to the minimum extent necessary or severed, and the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any other breach. You may not assign or transfer any of your rights or obligations under these Terms without FieldNotes' prior written consent; FieldNotes may assign these Terms without restriction. If you and FieldNotes have entered into a separate written agreement governing your participation, that agreement controls to the extent of any conflict. Otherwise, these Terms constitute the entire agreement between you and FieldNotes with respect to the subject matter hereof. The relationship of the parties is that of independent contractors.
22. Contact
Questions regarding these Terms should be directed to: info@fieldnotesexpert.com.
FieldNotes, 1178 Broadway, 3rd Floor #3084, New York, NY 10001, United States.