Your membership and participation in Guidepoint Global Advisors is subject to the following terms and conditions (these “Terms and Conditions”). As used herein, the terms “Guidepoint Global Advisors”, “we” and “us” mean Guidepoint Global LLC, the sole owner and operator of Guidepoint Global Advisors. By signing and indicating that you have read and agreed to these Terms and Conditions, you agree to be bound by these Terms and Conditions, as modified by us from time to time in our sole and absolute discretion. It is your responsibility to carefully read these Terms and Conditions, and routinely access our website to determine if there have been modifications to them. This is a legally binding agreement. Any breach by you of these Terms and Conditions may result, among other things, in immediate termination of your membership and participation in Guidepoint Global Advisors. Guidepoint Global Advisors is a network of practitioners, professionals and academics in various industries that provide consulting services to clients of Guidepoint Global LLC. Guidepoint Global LLC’s clients are investment managers and other firms who perform research. Based on clients’ (each, a “Client”) needs, we will contact appropriate members in Guidepoint Global Advisors (each, an “Advisor”) to ascertain whether they are available for a consulting project (“Project”), such as a telephone conversation, online survey or discussion group. An Advisor’s participation in any Project with any Client is at the Advisor’s sole and absolute discretion. Advisors are never obligated to accept or continue any Project and may refuse to participate or continue to participate in any Project at any time.

You may become an Advisor and participate in any particular Project if, and only if, all of the following compliance conditions are satisfied:

1.      Your membership and participation would not present any conflict of interest or perceived conflict of interest.

2.      Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers or any person or entity to which, or through which, you provide or have provided consulting services).

3.      Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).

4.      Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.

5.      Your membership and participation would not result in any communication or disclosure to any third party of any material non-public information concerning any public company.

6.      6. Your membership and participation would not violate any law, rule or regulation.

You agree not to consult about a company for which you are a current director, trustee, officer, scientific advisory board member or employee (or for which you hold a similar position). If a public company of which you are a current director, trustee, officer, scientific advisory board member or employee (or for which you hold a similar position) is the target or bidder in a tender offer, you must decline all Projects until the tender offer is resolved.

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.

You agree not to consult on a Project for a Client that is a direct competitor of a company for which you are a current director, trustee, officer, scientific advisory board member or employee (or for which you hold a similar position).

If you are a government employee, you must comply with all ethics rules and policies that are applicable to your position. Government employees may not consult about matters before the agency or department by which they are employed.

You agree not to provide investment, legal, medical, accounting or other professional opinions; this includes, but is not limited to, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.

You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Clients. You also agree to review and update as necessary your biographical information on a regular basis, including prior to accepting any Project.

You represent that you are not currently charged with and have not been convicted of any felony and that you are not currently the subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority or self-regulatory organization. You further represent that you are not debarred under the Generic Drug Enforcement Action of 1992 or the subject of a proceeding that could lead to debarment.

By becoming an Advisor, you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations listed above. As an Advisor, you will be expected to provide information during any consultation consistent with highest industry practice, to the best of your ability and at all times consistent with these Terms and Conditions. You acknowledge and agree that each Client is an intended third-party beneficiary of these Terms and Conditions and shall therefore have the right to enforce your compliance with their terms.

If you are unsure whether participating in, or continuing to participate in, any Project or other activity would cause you to breach an agreement with or duty to any person or entity (including, but not limited to, your employer or previous employer) you must notify the relevant person or entity and, if necessary or appropriate, obtain a consent or waiver before participating or continuing to participate. You must decline to participate in, or to continue your participation in, any Project or other activity that would cause you not to satisfy these Terms and Conditions and immediately inform us of the reason. You acknowledge and agree that you will not be paid for work you perform in violation of these Terms and Conditions. To encourage your vigilance and care in complying with the Terms and Conditions, you may submit a payment request for any time allocated to any Project that you choose to terminate for the purpose of complying with them.

You shall keep and maintain as strictly confidential all “Confidential Information” of Guidepoint Global Advisors and Clients. “Confidential Information” includes any and all information, in any form or medium, written, oral or otherwise, concerning or relating to Guidepoint Global Advisors or any Client, including, but not limited to, the names of any Clients and Clients’ employees, questions posed and the topics discussed, information or materials shared, opinions expressed or work commissioned by Guidepoint Global Advisors or any Client. You may not, without our prior written consent (which we may withhold in our sole and absolute discretion), except to the extent (but only to the extent) required by applicable law (in which event you must consult with us as early as possible prior to making such disclosure), communicate, disclose, reveal or divulge any Confidential Information. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms and Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information. We agree not to disclose to third-party marketers or to the general public your name or contact information unless you provide consent or we are otherwise required by any law, regulation, rule, government request or legal process. The terms in this section shall survive termination of this Agreement.

You shall only accept consultations with Clients individually arranged or explicitly approved by Guidepoint Global Advisors. If a Client requests additional work or consultations, you must receive explicit approval from us before commencing work. You should perform no more than 15 minutes of preparatory work for a consultation without explicit approval from us. You will not be paid for any consultation with a Client that was not individually arranged or explicitly approved by Guidepoint Global Advisors in advance. If you are requested to provide a consultation to Clients, you should either accept or decline the consultation within 24 hours of the request.

Advisors are paid based on their customary consulting fees, as agreed by the Advisor and us. Advisors may only change their consulting fee rates upon written notice us and the new fee rate is only applicable to consultations that occur after our receipt of written notice. Our payment system may accommodate consulting guidelines set forth by an Advisor’s employer, including joint payment to the Advisor and his or her employer, direct payment to the Advisor’s institution or payment to a charity of the Advisor’s choice. Advisors will receive a U.S. I.R.S. Form 1099 for any payments made to the Advisor, consistent with federal law. Payments will be made following the completion of an Advisor’s consulting engagement, within 15 days following the Advisor’s request for such payment through the Guidepoint Global Advisors website (www.guidepointglobaladvisors.com) or by e-mail to invoices@guidepointglobal.com. Advisors must submit invoices for payment within ninety (90) days after the consultation.

It is understood and agreed that any services performed by you under these Terms and Conditions shall be performed as an independent contractor and consultant. You shall not be deemed to be an employee of Guidepoint Global Advisors or any of Clients and you shall not be entitled to any benefits provided by either Guidepoint Global Advisors or any of Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms and Conditions. Nothing in these Terms and Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of similar nature between you, Guidepoint Global Advisors or Clients.

You may terminate your membership in Guidepoint Global Advisors at any time by providing us with written notice. Likewise, Guidepoint Global Advisors may terminate your membership at any time without providing written notice. Termination shall not relieve either party of its obligations under the Terms and Conditions intended to survive termination including, but not limited to, confidentiality, payment, non-solicitation, copyright, indemnification, limitation of liability, arbitration, governing law and venue.

You agree that for a period of one year from the completion of any Project with a Client to whom you have been first introduced by us, you will not solicit services from or propose any kind of consulting or similar relationship to such Client without our prior written consent (which consent we may withhold in our sole and absolute discretion). You also agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of any Clients to whom you have been first introduced by us or any employee of Guidepoint Global LLC.

All material on our Website, whether explicitly marked as such or not, is protected by copyright. You represent that any intellectual property, regardless of format, that you submit to a Guidepoint or a client is your own or that you have obtained all necessary licenses or permissions for, and to share, such intellectual property with Guidepoint and its clients. You represent that such intellectual property, and Guidepoint’s and/or its clients’ use of it, does not infringe upon the intellectual property rights of any third party. Any intellectual property that you produce for or in connection with any work you perform for Guidepoint or one of its clients, will be owned by the Guidepoint and/or the client as a "work for hire" under applicable law, and may be used by Guidepoint and/or such client for any lawful purpose consistent with Guidepoint’s agreement with such client. Without limiting the foregoing, you agree that Guidepoint and each client are free to use any ideas, concepts, know-how, or techniques contained in any communication or other intellectual property material you transmit to Guidepoint or a client for any lawful purpose whatsoever. Any inventions, discoveries or improvements that are based in full or in part on any intellectual property and information you provide to a Guidepoint or a client during the course of your work, and all intellectual property rights therein, shall be owned entirely by and shall be proprietary to Guidepoint and/or the client, consistent with Guidepoint’s agreement with such client. The terms in this section shall survive termination of this Agreement.

You agree to indemnify and hold harmless Guidepoint Global Advisors and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms and Conditions. The terms in this section shall survive termination of this Agreement.

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL GUIDEPOINT GLOBAL ADVISORS BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS AN ADVISOR, OR YOUR INTERACTIONS OTHERWISE WITH GUIDEPOINT GLOBAL ADVISORS OR CLIENTS. GUIDEPOINT GLOBAL ADVISORS SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF GUIDEPOINT GLOBAL ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES PAID BY GUIDEPOINT GLOBAL TO YOU HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.

Guidepoint Global Advisors agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services as under these Terms and Conditions, so long as such damages do not arise out of or relate to a failure by you to comply with these Terms and Conditions, or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this paragraph constitute the “Limitation of Liability” and shall survive termination of this Agreement.

ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The validity, interpretation, performance and enforcement of these Terms and Conditions shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of New York for matters arising from or related to an arbitration under these Terms and Conditions. The terms of this section shall survive termination of this Agreement.

We may modify these terms and conditions from time to time by posting the modification(s) on our website, www.guidepointglobaladvisors.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Advisor. If you continue to participate as an Advisor after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms and Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole and absolute discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms and Conditions shall be binding upon and inure solely to the benefit of you and Guidepoint Global Advisors and the successors, assigns and clients of Guidepoint Global Advisors. As used in these Terms and Conditions, the word “including” shall mean “including, without limitation,” in all cases. Whenever possible, each provision of these Terms and Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms and Conditions, and these Terms and Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.