Pride Advisory PAS Color Logo Transparen

Headquarters 

420 Lexington Ave, 30th Floor

New York, NY 10170​

Contact

Sims Tullos

Business Development, Pride Advisory

Tel: 212.235.5329

sims.tullos@prideglobal.com​

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Terms & Conditions

1.      Overview.  Company provides a global network of professionals and consultants in various industries and specialties who provide information and share their insights with financial and business organizations about industries, trends and companies. After receiving project requests (“Projects”) from Company clients, such as asset managers and financial analysts, (“Clients”) Company provides  biographical information about available potential consultants, confirms the scope of the Project, schedules Consultant to participate in Projects, and arranges for payment for Consultant’s approved time. Projects are primarily in the nature of conference calls but may also include online discussion groups, surveys, attendance at Client meetings or other on-site events.

 

2.      Eligibility.  In order to be eligible for assignments for Projects and prior to being scheduled to participate in any Projects, You are required to complete the Consortium Advisor Profile process and meet the eligibility requirements for Consortium members, as then in effect. This process includes providing required background biographical information, completing questionnaires and providing a    summary of your knowledge on the topic of interest. In addition, prior to participating in any Projects, You must complete Company’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. In addition, You agree to be bound by any other guidelines applicable to Consortium members generally. Company, in its sole discretion may determine your eligibility for any tiers of Consortium programs or other programs that Company may offer from time to time. These tier programs may require an additional written agreement or a separate agreement.

 

You acknowledge and agree that Company, in its discretion, may verify your Profile information, conduct a background check on You, including your education, work history, as well as to check for any criminal history. You agree to reasonably cooperate and provide any necessary consent(s) as part of your eligibility.

 

3.      Projects – Acceptance and Scheduling.

 

  • (a) Project Offers.  You will have the ability to accept or reject potential Projects, in your sole discretion, for any reason. We request that  you accept or reject projects within the time period provided in the invitation to participate (“Work Order”). Company has no obligation           to offer any Project to Consultant or to offer any minimum number or types of Projects to Consultant. Projects that require greater time commitments will be subject to further negotiations between Company and Consultant.

  • (b)  Acceptance.  If Consultant accepts a Project, as a condition to being so engaged, Consultant must provide information reasonably requested by Company during such Project and must perform the Services in a manner consistent with these Terms. You will be required to schedule accepted Projects by following the instructions provided in the Work Order within five (5) business days of the date of the Work Order invitation. If there is a possibility that You would be unable to meet the requested timetable of consultations for any Project for any other reason, please follow the notification instructions provided in the Work Order. Company reserves the right to cancel any Session at any time, with or without cause.

  • (c) Rejections.  If Consultant fails to accept or reject a Project within the allotted time, the Work Order invitation will be deemed rejected. Furthermore, You will be required to reject any Projects for the reasons set forth on Exhibit A, incorporated herein by this reference. Without limiting the foregoing, You must immediately inform the Company contact in the Work Order invitation about any potential conflict of interest You may have regarding any Project and if You have accepted a Project, You shall immediately follow the notification instructions provided in the Work Order upon becoming aware of any circumstances that would require You, as a Consultant, to decline or cease participation in a Project and You shall suspend work on such Project until further notice from Company. 

  • (d)      Online Access Rights.  Your account, username and password are for your individual use only. You may not share your account  information with others. You must notify Company immediately if You believe your password may be used by any unauthorized person or  entity. For security purposes, we recommend You change your password often. We reserve the right to suspend or terminate your use of our online services (the “Website”) if we believe that your password is being used without permission or otherwise in a manner that may disrupt the Website. Additional terms conditions regarding the use of the Website are available on the Website. In the event You no longer are eligible to be included as a Consortium member, You agree to immediately cease use of the Website.

  • (e) Disqualification.  In addition to any other notification of disqualification under these Terms, You agree to notify us immediately if and to  the extent You are no longer permitted to participate in any Project. In the event that your participation in a Project could result in a violation of any law, regulation, agreement, Company policy or other obligation You may have, You should discontinue your participation in the Project and notify us immediately by following the notification instructions provided in the Work Order.

4.      Consultant’s Obligations

  • (a)  In addition to any other obligations under these Terms, You agree in connection with your services on any Project (“Services”) to the following:

  • (i) That prior to commencing the Services, and from time to time thereafter as requested by Company, You will complete Company’s web based compliance training, referenced herein as the “Compliance Tutorial”;

  • (ii)     To provide an accurate Profile and that You will promptly update or provide Company with any updated information should any of the information contained in your answers or biography change in any material respect;

  • (iii)    To maintain Consultant’s eligibility in the Consortium program, including taking all necessary steps to provide complete and accurate biographical information, including supporting documentation, as reasonably requested by Company or a Client, including, without limitation, information relating to Consultant’s experience, education and scope of knowledge, and promptly update such information, including contact information, as appropriate;

  • (iv)    To comply with all rules, regulations and policies of Company and Client that are communicated to Consultant in writing, including  security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of  access by Company or Client to certain areas of its premises or systems for security reasons, and general health and safety practices and  procedures;

  • (v)  That You will, obtain (prior to any scheduled activity on a Project, and at all times while these Terms apply), and maintain, all necessary licenses and consents and comply with all relevant laws applicable to the provision of the Services;

  • (vi)  To maintain complete and accurate records relating to the provision of the Services under these Terms, including records of the time spent and materials used by Consultant in providing the Services in such form as Company shall approve and to retain such records while these Terms are in effect and for a period of three (3) years thereafter;

  • (vii)     In connection with the performance of any Services in connection with any Projects, You agree not to violate any law, regulation,  agreement by which You are bound, oral or written, then in effect, including any obligation of confidentiality as set forth below; and

  • (viii)  In connection with the performance of any Services in connection with any Project, You agree not to provide any medical, investment,  financial or legal advice, including, but not limited to, rating, valuing or recommending any securities, predicting the performance of any securities, or the advisability of investing in, purchasing, disposing of or selling any securities. Consultant agrees not to engage in any activities that would establish any attorney-client, accountant-client or doctor-patient relationship with Clients.

 

5.      Fees and Expenses; Payment Terms.

 

  • (a)       Rates.  Consultant shall periodically update its rates in its Profile. The “Rates” to apply to a Project are the rates as then approved by  Company at the time of acceptance and scheduling. Rates may only be increased once a year and may only apply prospectively to  Projects

  • (b)      Fees.  In consideration of the provision of the Services by Consultant, Consultant will be entitled to a fee for actual Services performed in connection with Projects, calculated using Consultant’s hourly Rate in effect at the time of acceptance and scheduling of the Project, pro-rated on a per minute basis for partial hours performing Services in a Session. Consultant shall report its consulting hours to Company by following the instructions provided in the Work Order. Consultant agrees to report only time spent in the Sessions with  Clients and not for time spent preparing for meetings or calls, time spent performing research, wait time or time traveling to or from meetings or other scheduled Sessions with Clients. No payment will be made for unrecorded time. To the extent any post-project  attestations are required in connection with a Project, You acknowledge and agree that You are required to provide those attestations as a condition to receiving payment. If a Client contacts You without having arranged the Project through Company, and You consult with the Client, You are not eligible for payment from Company, even if the call is in connection with a recent Project that was arranged through Company. Except to the extent Company has agreed otherwise in writing with respect to an identified Project, Clients are not authorized to expand the scope of a Project. Company shall not be responsible for paying any other fees, costs or expenses.

  • (c)      Payment.  Company shall pay Consultant for all amounts due to Consultant under these Terms within less than thirty (30) days after Consultant submits its consulting hours and expenses through Company’s website, except for any amounts disputed by Company in good faith. All payments hereunder shall be in US dollars and made by check or electronic transfer.

  •  

  • (d)      Benefits.  Consultant is not eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement             benefits, or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible           for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions,               including for unemployment or disability, or obtaining workers’ compensation insurance on Consultant’s behalf.

 

6.      Intellectual Property Rights; Ownership.  Except as set forth in this Section, Company or its Client is, and shall be, the sole and  exclusive owner of all right, title and interest in and to any Deliverables provided by Consultant in connection with the Project, including  all intellectual property rights therein. Consultant hereby irrevocably assigns to Company, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Upon the request of Company, Consultant shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Company to prosecute, register, perfect or record its rights in or to any Deliverables. Notwithstanding any contrary terms herein, Consultant and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the pre-existing materials existing and owned by Consultant as of the date of acceptance of any Project (“Pre-Existing Materials”), including all intellectual property rights therein. Consultant hereby grants Company and the respective Clients a limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable non-sublicenseable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables.

 

7.      Confidential Information.  Consultant agrees not to disclose or otherwise make available Confidential Information of its employer, any  former employer, any former client, Client, or any other third party; that Consultant owes a duty or has otherwise agreed to keep information confidential (e.g., by contract), or Company; (each a “Disclosing Party”) to any third party without the prior written consent of the Disclosing Party. Consultant agrees to use the Confidential Information of Client or Company only for the purposes of performing its obligations under the Agreement; and to promptly notify Company, in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Company or Client. All Confidential Information of Company and Client shall be returned upon termination. For purposes of these Terms, Confidential Information means any information disclosed, including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, information pertaining to clinical trials, and information pertaining to Clients, information made known because of participation in the Consortium, pricing, and marketing and includes any material, non-public information (MNPI) (or similar concepts as defined under any applicable law or regulation). Additionally, Confidential  Information for purposes of these Terms shall include any information that You are otherwise prohibited from disclosing under applicable  law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule. Unless otherwise restricted by  any regulatory, legal, ethical, or professional standard or rule, Confidential Information shall not include information that: (a) is already known to the Consultant without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or  becomes generally known by the public other than by breach by, or other wrongful act of, the Consultant; (c) is developed by the  Consultant independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Consultant from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.

 

          In the event, the Consultant becomes legally compelled to disclose any Confidential Information, the Consultant shall provide prompt  written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy;  and reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or  other limitations on disclosure. If, after providing such notice and assistance as required herein, the Consultant remains required by Law  to disclose any Confidential Information, the Consultant shall disclose no more than that portion of the Confidential Information which,  on the advice of the Consultant’s legal counsel, the Consultant is legally required to disclose and shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.

 

8.      Representations and Warranties.  Consultant represents and warrants to Company that:

 

  • (a)      Consultant’s 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;

  • (b)      Consultant’s Profile is accurate in all materials respects;

  • (c)      Consultant has not been convicted of any felony, and is not and has 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 and to the knowledge of the Consultant no such investigation, inquiry or proceeding has been  threatened or is pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceeding;

  • (d)      Consultant shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under these Terms;

  • (e)      Consultant is in compliance with, and shall perform the Services in compliance with, all applicable laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, as well as anti-corruption/anti-bribery laws in general, as applicable;

  • (f)      None of the Services, Deliverables and Company’s or Client’s use thereof infringe or will infringe any Intellectual Property Right of any third party;

  • (g)      The performance of obligations by Consultant relating to these Terms will not, violate any right (including without limitation copyright, trademark, trade secret, right to privacy, or right of publicity) of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from, or any payment to, any third party is required in connection herewith; and

  • (h)      he/she will provide only true and correct statements and other information in connection with these Terms.

 

9.      Indemnification.  Consultant shall defend, indemnify and hold harmless Company, Company’s affiliates and Clients, and their      respective officers, directors, employees, successors and permitted assigns (each, a “Company Indemnitee”) from and against all  losses, damages, liabilities, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including  reasonable attorney’s fees and other costs of enforcing any right to indemnification (“Losses”) arising out of or resulting from any third party claim, suit, action or proceeding (each, an “Action”) arising out of or resulting from the willful, fraudulent or negligent acts or omissions of Consultant or any breach of any representation, warranty or obligation of Consultant set forth in these Terms. Consultant  shall not settle any Action in a manner that adversely affects the rights of the Company Indemnitee without the Company Indemnitee’s  prior written consent.

 

10.     Limitation of Liability.  Company does not participate in scheduled Sessions with Clients and is not liable or responsible for the    content of consultations and Projects arranged by Company. In no event shall Company be liable to You or any other party for any       damages resulting from or relating to participation as a Consortium member, the performance of Services by You as a Consortium      member or for the operations of Company, including FOR ANY LOST PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL,  INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING  NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

11.      Term: Termination.  These Terms shall become effective upon acceptance of these Terms/ execution and completion of the         Consortium Advisor Profile process, including the Company’s Compliance Tutorial and, subject to Consultant’s obligation to complete accepted and scheduled Projects, either party shall have the right to terminate or limit a party’s membership in the Consortium at any times and for any or no reason.

 

12.     Non-Exclusivity; Non-Circumvention.  Consultant retains the right to perform the same or similar type of services for third parties  while a member of the Consortium. During the term of these Terms and until the later of (i) for the period ending one (1) year after the  last assigned Project or introduction to a potential Client for a Project or (ii) the termination of these Terms, Consultant shall not offer or  provide Services or any services similar to the Service to any Client of Company that Consultant provided Services under these Terms or  to which Consultant had been introduced for a Project, without in each individual case the Company’s prior written consent, unless such Services or other services are provided under these Terms or as permanent part-time basis or as a full-time employee.

 

13.     Miscellaneous.

 

  • (a)        Independent Contractors.  The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  • (b)      Publicity; Trademarks.  Neither party shall use the other party’s trademarks, service marks, trade names, logos, symbols or brand names, in each case, without the prior written consent of the other party.

  • (c)      Notices.  All notices hereunder shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written  confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (prepaid, receipt  requested); (iii) on the day sent if sent during normal office hours the day sent by email or the next business day if sent after hours; or (iv)  on the third business day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to Company at the address set forth below or to Consultant at the address in its Profile.

  •  If to Company:  

  • Pride Advisory LLC

  • 420 Lexington Avenue, 30th Floor New York, NY 10170                                                                                                                                

  • Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]

  • (d)      Entire Agreement.  These Terms, together with all Exhibits and any other documents incorporated herein by reference, constitutes the  sole and entire agreement of Company and Consultant with respect to the Projects assigned to the Consortium members, and  supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of these Terms and those of any Exhibit or Work Order, the following order of  precedence shall govern: (i) first, the terms in the body of these Terms,(ii) second, the applicable Work Order; and (iii) third, any Exhibits to  these Terms. 

  • (e)      Third Party Beneficiaries.  Consultant acknowledges and agrees that the Clients of Company are intended third party beneficiaries of  these Terms, and it is intended that Clients will have the same rights and benefits as a contracting party with respect to Consultant’s compliance with these Terms.

  • (f)      Assignment.  Neither party may assign, transfer or delegate any or all of its rights or obligations under these Terms, including to any subcontractor, without the prior written consent of the other party; provided, that, upon prior written notice to Consultant, Company may assign the Agreement to an affiliate or to a successor of all or substantially all of the assets of the Company through merger,  reorganization, consolidation or acquisition. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

  • (g)      Amendment.   These Terms may be amended or updated in the sole discretion of Company. In the event of any such amendment or  update, the new Terms will be posted to Company’s Website./ These Terms may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.o

  • (h)      Waiver.  No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

(i)      Severability. If any provision of these Terms is declared or found to be invalid, illegal, unenforceable or void, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

(j)      Counterparts. These Terms may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of these Terms delivered by e-mail or other means of electronic  transmission shall be deemed to have the same legal effect as delivery of an original signed copy of these Terms.

(k)     Choice of Law; Venue.  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. Any controversies, issues, disputes or claims (“Disputes”)   asserted or brought by or on behalf either party to these Terms shall be RESOLVED EXCLUSIVELY BY BINDING ARBITRATION  administered by the American Arbitration Association (the “AAA”) in accordance with the Commercial Arbitration Rules of the AAA then in effect, by a single arbitrator. Notwithstanding any other provision of this Section, each party shall submit to any court of competent  jurisdiction for purposes of the enforcement of any award or order rendered by the arbitrators. Furthermore, notwithstanding any contrary provision of this Section, any party may seek equitable relief in any court of competent jurisdiction in New York, New York and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding, and the parties waive any objection to such venue. If any other Dispute is not arbitrated for any reason, any litigation, proceedings or other legal actions related to a Dispute shall be instituted in the federal courts in New York New York (the “Agreed Courts”) and (ii) the parties, for  themselves and their successors and assigns, hereby WAIVE TRIAL BY JURY OF ANY DISPUTE. Each party to these Terms irrevocably  submits to the exclusive jurisdiction of the Agreed Courts in connection with any such litigation, action or proceeding. Each party to these  Terms irrevocably waives, to the fullest extent permitted by applicable law, any defense or objection it may now or hereafter have to the  laying of venue of any proceeding brought in Agreed Courts, and any claim that any proceeding brought in any such court has been   brought in an inconvenient forum. The parties acknowledge that (x) they have read and understood the provisions of this agreement   regarding arbitration and (y) performance of this agreement will be in interstate commerce as that term is used in the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and the parties contemplate substantial interstate activity in the performance of these Terms including, without limitation, interstate travel, the use of interstate phone lines, the use of the U.S. mail services, and other interstate courier services.

 

(l)      Injunctive Relief; Remedies.  Each party acknowledges that a breach by a party of any obligations under these Terms regarding     confidentiality or intellectual property rights may cause the non-breaching party irreparable damages, for which an award of damages  would not be adequate compensation and agrees that, in the event of such breach or threatened breach, the non-breaching party will be entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other remedy to which the non-breaching party may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in these Terms to the contrary.

 

(m)    Survival.  The rights and obligations of Company and Consultant, which by intent or meaning have validity beyond such termination or   expiration shall survive the termination or expiration of these Terms.

 

 

[signature page follows]

 

EXHIBIT A

 

Prohibited Contact with Third Parties:

 

In connection with a Project, You agree not to reach out, directly or indirectly, to employees, officer or directors of a company for information about that company, or to any employees, officers or directors of a company that is a competitor to the Client.

 

In the event that You speak with any party other than Company or Client in connection with any Project, You agree to do the following:

 

·         Comply with all confidentiality obligations you have to third parties, including Client and/or Company

·         If seeking information, disclose to such person that You are acting on behalf of a client (without identifying the name of the Client or enough information that the Client’s identity can be readily determined);

·         Not to promise to or to pay or give anything of value to, or otherwise compensate such person to provide You with information;

·         Not to seek release of material or relevant nonpublic information concerning any public company;

·         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 by disclosing such information to You; and

·         Not to represent yourself as acting on behalf of Company or Client.

 

 

Prohibited Participation on Certain Projects:

 

You must decline any Project or discontinue your participation in any Project:

·         That presents a conflict of interest;

·         That could or would result in a breach of any agreement You have with other party, including as a prior employer or consultant;

·         That could or would result in the release of Confidential Information; or

·         That could result in the release of material or relevant nonpublic information concerning any public company; or

·         That could or would result in the violation of any law or regulation.

 

Examples of Projects that present conflicts of interests include but are not limited to (i) a Project about a company where You currently or previously serviced as a director, officer or as an employee within the last six (6) months if this results in a conflict with respect to your fiduciary duties or potential breach of your confidentiality obligations; (ii) a Project for any Company, that You or your employer currently audit or previously have audited in the last three years.