202WORKS TERMS OF SERVICE

INTRODUCTION

202works offers a platform that connects organizations with Advisors to enhance the organization’s awareness of, and timely strategic insights on, new policy developments.

202works connects Clients to our network of Market-Specific Policy Experts (Advisors). These Advisors help our Clients understand, measure, and mitigate potential exposure to regulatory and legislative risk. 202works is providing a platform to facilitate these Client-Advisor connections with data-driven matching, communication management, and payment tools.

202works is not an employer or contractor with any of the marketplace Users.

202works may look like the world’s largest Internet based consulting firm, but it is not. 202works is an online marketplace that allows Advisors in various industries to connect with industry and non-profit executives, managers, and decision makers to assist with timely industry-specific expertise and insights to answer questions about the legal, political, and regulatory framework that may affect business decisions. All services are provided in an Independent Contractor capacity on behalf of the Advisor. 202works does not employ nor will take any action with the intent of employing or creating an employment relationship with these Advisors. 202works does not guarantee the veracity or expertise of any of the Advisors participating in the marketplace.

DEFINITIONS

Advisor User/Advisor: a Platform User providing advisory services to a Client User.
Advisor Search Process: the 202works proprietary search process, including human, data-analysis and algorithmic matching processes.
Agreement: a legally binding document entered into for the purpose of having an effect between the parties.
Client User/Client: a Platform User who solicits and/or receives advisory services.
Compliance: Systems enacted to ensure that 202works fully meets and/or exceeds the minimum requirements for all laws governing its operation.
Contact Information: a User email address, phone number, social media profile, and any other information that may lead to communication with the User.
Employer: the entity that a User works for, or is contracted with, as an employee.
Independent Contractor: a person that has control over the content and processes of how services will be delivered.
Market-Specific Policy Experts: Advisors who have experience with and/or knowledge of a specific policy issue area, bill or regulation.
Material Non-Public Information or “MNPI”: Information that is considered, or could be considered, not publicly available and thus restricted by regulation or law.
Non-Solicitation: a prohibition on any offers of employment or future services.
Offers of Service: a project or request for consultation extended by a Client to an Advisor in exchange for a fee.
Platform Activities: Communication, content publishing, profile editing, solicitations of services, and any other participation in the 202works marketplace.
Platform: The 202works marketplace where Clients are matched with Advisors.
Platform User: an individual or firm who is registered with the 202works platform for the purpose of accessing the marketplace, defined as either “Advisor” or “Client”.
Price: the amount of money in USD charged to the Client for services rendered.
Required Client Disclosures: Any affirmative obligations of disclosure that are mandated by law, regulation, or other governing body.
Service: connecting the Client with an Advisor.
Termination: the act of permanently and irretrievably closing the user account.
Terms of Service: an agreement specifying the nature of the relationship between the Company and its Client Users and Advisor Users.
User(s): an individual or firm who is registered with the 202works platform for the purpose of accessing the marketplace.
User-Generated Content: Profile information, articles, posts, marketing materials, or other User created and published content on the 202works Platform.
User Profile: The User Account.
Website: 202works.com

ADVISOR USER OBLIGATIONS AND RESPONSIBILITIES

Code of Conduct:

Users are expected to conduct themselves professionally and to adhere to all policies of 202works.com and its platform, and are solely responsible for their User account in the 202works Platform. This includes User-generated content, profile information, email addresses, communication within the platform, and payment methods.

By accepting the Terms of Service, Advisor Users agree that at all times they will:

ensure that they have thoroughly read any agreements or policies which are required for participation in the 202works marketplace;
refuse to participate in rendering any services that may lead to a violation of agreements with third parties;
adhere to the prohibition on disclosing any confidential information, especially material non-public information, with Client Users;
maintain confidentiality with respect to the interests and information of Client Users;
cease participation in any engagements that develop–or that the Advisor User reasonably suspects could develop–into requests for confidential information.

CONDITIONS OF USE

Advisors Shall:

Review any agreements, regulations, or policies to which they are subject, and certify that they have the authority to and are permitted to join the 202works network.
Certify that they are not a current government official or government agency official, and are not barred from providing lobbying or consulting services by any law, rule, or regulation.
Certify that they have all required corporate authority to join the 202works network.
Review any potential engagement received through the 202works network and ensure that the engagement will not create a disqualifying conflict of interest.
Disclose in writing any non-disqualifying or potential conflict of interest to the client.
Decline any engagement that would violate any agreements or obligations the Advisor may owe to third parties.
Keep confidential any information received from Clients that is considered Material Non-Public or Confidential.
Terminate any engagement in which a conflict develops between existing clients or that would require the disclosure of confidential client information.
Promptly remit any payment or commission owed to 202works upon receipt of payment from a referred client.
Acknowledge that Advisor has no right to payment for a project or activity that 202works determines violated these Terms of Service or 202works compliance rules.

Clients Shall:

Not enter into any external, off-platform agreement for services with any Advisor matched with the client by 202works.
Agree that the dispute resolution terms described in the CHOICE OF LAW AND DISPUTE RESOLUTION Section are the exclusive means of resolving any dispute arising in connection with 202works, its Marketplace Platform, other Users, or an engagement made through 202works.
Agree that results are not guaranteed and that a failure to achieve desired results shall not be grounds for rescission of this agreement or a refund of any payments or reduction in amounts owed to 202works.

USER POLICY FOR PROFESSIONAL CONDUCT

202works Advisor Search Process.
1. Client sends 202works request for Advisor recommendation;
2. 202works performs a curated search;
3. Client Users are presented with a list of curated matches;
4. Client Users choose from the list of curated matches those Advisors whom they would like to engage;
5. Client Users and Advisors connect through the 202works platform.
Information Sharing.
1. All Users shall act in compliance with all Federal, State, and Local laws and regulations governing disclosure of information that may be subject to restrictions as “Confidential” or “Material Non-Public Information”.
2. All Users shall NOT seek to obtain any confidential or material non-public information from other Users, whether during the performance of services or through any other means of communication or engagement through the 202works Platform.
3. 202works will practice a zero-tolerance policy with regard to any Users determined to be in violation of information disclosure rules set forth by any governmental entity, or as, hereto, determined at the sole discretion and determination of 202works.
Legal Compliance.
1. All Users represent and warrant that they are currently in compliance with all laws, regulations, and professional standards of conduct that are applicable to their profession, and will continue to remain compliant while using the 202works platform.
2. All Users represent and warrant that they are of legal age and have authority in their respective jurisdiction to perform Advisory services.
3. All Users will maintain compliance with State, Local, and Federal laws, and all 202works policies, while performing and/or receiving services offered through the 202works platform.
4. In the event a User becomes non-compliant, or is at risk of becoming non-compliant, such User will notify 202works to prevent any future Offers of Service or violations of the terms herein.

FEES AND OFFERS OF SERVICE

Clients may engage with Advisor through Offers of Service entered into on the 202works Platform. Such engagements are solely between the Client and the Advisor. Advisors are not permitted to interact with third parties during the course of their engagement with a Client, and are subject to all provisions and restrictions governing the disclosure of Client confidential information.
202works is providing a Marketplace and Platform to Users in exchange for a service fee. All Users are required to conduct all communication and payments through the 202works Platform.
Advisor Users who receive engagements through the Platform shall receive payment through the Platform for all transactions related to that User. Payment by a Client to an Advisor constitutes a full waiver by both parties of 202works payment guarantee and payment dispute provisions. This waiver will also extend to previous payments made within the Platform.
Payments made to Advisor Users via 202works billing platform are transferred directly to the Advisor’s payment account, less any associated service and processing fees (e.g. credit card fees).

FINANCIAL TRANSACTION, PAYMENT, AND GUARANTEE OF PAYMENT

Users are responsible for providing correct and accurate payment details and ensuring that payment details are kept up to date.
202works requires Users to provide information about themselves or their employer/company as part of 202work’s security and compliance procedures, which may include Social Security Numbers and Employer Identification Numbers. In order to protect User’s information from third party misappropriation, users shall provide all requested information via 202works website or phone; never by email.
1. All U.S. persons will receive a U.S. Internal Revenue Service Form 1099 if such form is required.
2. Users consent to and agree that all fees applied to payment transactions by any banking or financial institution to process payments from 202works are the sole responsibility of the User.
If a User is performing work in the capacity of an employee for a third party business, it is that User’s responsibility to follow the policy of their employer in receiving payments for work performed through 202works Platform. This includes, but is not limited to, specifying the appropriate rate for work performed, methods of payment subject to restrictions or conditions by Employer, and specifying the Employer’s financial account(s) for payments of Services performed will be transferred.
Payments for services provided are based on the applicable rate in the User’s profile at the date of the Project proposal unless otherwise agreed in writing by 202works or as specified in the Project invitation.
1. If the User is performing work on behalf of an employer and has specified that payments be remitted to the employer, then the User consents to payments being remitted directly to User’s Employer.
In the event of a payment dispute initiated by either Client User or Advisor User, 202works reserves the right to withhold payment until such dispute is resolved between all parties. 202works will withhold payments that are dispute to maintain the integrity of the Platform and provide a secure dispute resolution system for all Users to benefit from, and is not to be understood as 202works seeking to create a contractual relationship between the User parties.
Once either party has initiated a payment dispute, 202works will have exclusive authority to resolve the payment dispute. 202works will use its reasonable discretion in resolving all disputes and Users agree to be bound thereby.
Users understand and agree that they have no right to payment for any Platform project or activity if it has been reasonably determined by 202works that a User has violated 202works Terms of Service or compliance policy. Examples of violations may include, without being limited to:
1. Incorrect information in the 202works User Profile;
2. Any action taken either in the performance of a Service or outside of the Platform that compromises any standards for Professional and Ethical conduct described in the 202works Terms of Service or set by any Federal, State, or Local government.
3. If a User has already received payment for Projects or Platform Activities that are determined to have been performed under such conditions that an event of violation has occurred, 202works Shall have the right to recover such payments in full.

NON-SOLICITATION

Users agree to a Non-Solicitation term of Twelve (12) months after execution of services provided through the 202works Platform.
This Non-Solicitation provision applies to both “Advisor” Users and “Client” Users. Advisors agree to not seek out employment with a Client for a twelve month period commencing the day after the Advisors services provided to the client are fully executed AND payment has been rendered. Clients agree to not solicit Advisors with offers of employment for the same twelve month period, commencing the day after services are fully executed by the Advisor AND client has submitted payment for services.

PRIVACY POLICY

Users agree that 202works has the right to verify, collect, and retain information, including but not limited to User Profile and Contact Information and that 202works may use email, telephone, SMS, or any other method of contact in order to manage User membership in 202works, to alert Users to new eligible Platform activities and projects, to conduct the necessary consent and approval processes for Project participation, to verify compliance with Client policies and applicable laws, and to inform Users about 202works business. If User terminates participation in the 202works Platform, 202works will attempt to cease email and telephone contact with User. Users further agree that 202works may analyze and use profile information to manage, support, and develop the business of 202works, its affiliates, and their respective business partners while participating as a Platform User and thereafter.
Users agree that 202works may disclose User profile information to Clients or other third parties for the purpose of promoting the 202works marketplace and the Advisors participating in the marketplace which may include the displaying of information on 202works websites, a partner website, or on any other materials for the purposes of marketing the 202works Platform and its services. Users may opt-out of this marketing agreement by emailing a request to Compliance@202works.com. If Users opt out of this marketing agreement or terminate their participation in the 202works Platform, 202works will exercise reasonable efforts to discontinue including any profile information created by User in 202works marketing efforts.
1. Notwithstanding the foregoing, any such opt-out will not apply to User submissions of Syndicated Content or Publications, or participation in 202works events.
2. Users understand and consent to 202works disclosure of User information and User participation in the 202works Platform to third parties, including any current or former employers and companies that Users have listed as having provided services to or contracted with, for the purpose of verifying User Information and/or to confirm any consents or approvals that are needed to participate in the 202works Platform and undertake any specific Client engagements(s).
User agrees that 202works may disclose User information in response to legal process, to protect 202works or a Client’s rights, as otherwise required by law or if pertinent to judicial or governmental investigations, or for the prevention or detection of a crime or fraudulent conduct. If 202works sells all or part of its company or enters into a partnership with another business entity, Users agree that 202works may disclose User information to its new business partners or owners who may then provide Users with information about their products and services. Users agree that 202works may share User information with third parties to further the businesses of 202works, its affiliates, and their respective business partners provided that each has agreed not to use such information to sell or market products or services to without prior consent. 202works will not sell User information to third-party marketers or similar organizations. Whenever 202works shares User information, due consideration will be given and appropriate measures adopted to ensure that any disclosure does not cause any unwarranted prejudice to User privacy.
Clients may be required, by law or their own compliance policies, to disclose certain details of their interactions with Users, including name and the amount were paid (“Required Client Disclosures”). Users authorize 202works Clients, or 202works on their behalf, to make Required Client Disclosures and agree to provide any additional information necessary to complete any Required Client Disclosures
Users consent to 202works collecting and maintaining profile information. Users agree that 202works’s processing of information is necessary to facilitate participation in Projects and Platform Activities, to service its clients, and to further its business purposes. Users agree that 202works may retain profile information for its business purposes if Users cease to participate in the 202works marketplace, except to the extent Users reside in a jurisdiction that requires otherwise, provided that 202works will protect all such information about User in accordance with these Terms of Service.
Users agree that 202works may, if it so chooses, verify identity, conduct a background check, including through a third-party service, seek to confirm employment history and education credentials, as well as check for any criminal history. 202works may also seek to verify the accuracy of the invoices submitted and confirm the substance of discussions with Clients. As it conducts background checks and other verifications, Users agree to cooperate with 202works and provide any necessary consents.

COMMUNICATION

All Users give their consent to receive communications from 202works in an electronic form via the email address Users have submitted or via the Platform and agree that all Terms of Service, agreements, notices, disclosures, and other communications that 202works provides to User electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect any non-waivable rights.
Any legal notice to 202works must be in written form and delivered to 202works corporate office address. Communications sent through email or other electronic communication will not constitute legal notice to 202works or any of our officers, employees, agents or representatives in any situation where notice to 202works is required by contract or any law or regulation.

TERMINATION

If Users wish to discontinue participation with the 202works Platform, a User may achieve this by discontinuing any activity in the 202works marketplace and not accepting any current offers or future engagements. If User wishes to close their User account and remove all data created by the User, please contact 202works at Compliance@202works.com. 202works will retain and use profile information as necessary to comply with our legal obligations, resolve disputes, and enforce agreements, but barring legal requirements, 202works will remove User created content from the profile within 30 days.
202works may terminate User access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
Termination of a User relationship with 202works does not affect the relationship with any advisor or client Users have retained through the 202works Platform. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the 202works User account.
All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, information disclosures, privacy policies, and legal indemnity and limitations of liability.

ACCEPTABLE USE POLICY

202works does not permit the use of the website for the purposes of promoting hate, violence, discrimination, racism, sexism, and any other acts that are meant to violate human rights. Any groups or individuals soliciting services, offering advice, or otherwise participating in activity promoting these behaviors are prohibited from the use of the website.
Any activity on the website that is suspected of promoting or endorsing this behavior will be immediately removed and the User will be terminated at the discretion of 202works. All Users are encouraged to report any suspicious activity to Compliance@202works.com.

INTELLECTUAL PROPERTY

202works retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer any 202works or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with 202works. 202works reserves all rights that are not expressly granted to Users under this Agreement.
202works, 202works.com, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of 202works, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from 202works, except as an integral part of any authorized copy of the Content.

DISCLAIMER OF WARRANTIES

202works provides the Website and the Platform “as is,” without warranty of any kind. Without limiting the foregoing, 202works expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Platform including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
202works makes no representation or warranty that the information provided or that is provided through the Platform is accurate, reliable or correct; that the Service will meet User requirements; that the Platform will be available at any particular time or location, that the Platform will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Platform is free of viruses or other harmful components. Users assume full responsibility and risk of loss resulting from use of information, content or other material obtained from the Platform. Some jurisdictions limit or prohibit disclaimers of warranty, so this provision may not apply.

LIMITED LIABILITY

To the extent permitted by applicable law, 202works shall not be liable to Users for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from the use, disclosure, or display of User-Generated Content, from use or inability to use the Platform, from the Platform generally or the software or systems that make the Service available, or from any other interactions with 202works or any other User of the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not 202works has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose.
202works will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, and in those jurisdictions this limitation of liability will not be applicable.

THIRD PARTY BENEFICIARIES

Client Users are intended third-party beneficiaries of this section of the Terms of Service.
Any policy information provided on the Platform is for informational purposes only. 202works and any creator of User-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties' rights, and fitness for particular purpose, to the fullest extent permitted by law.
In no event will 202works or a Client User be liable for any damages including, without limitation: incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption, or any other damages that may results from the use of or inability to use the Platform or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not 202works or contributors of User-Generated Content are advised of the possibility of such damages. Neither 202works nor contributors of User-Generated Content are liable for any personal injury, including death, caused by use or misuse of the Platform or User-Generated Content.

RELEASE OF LIABILITY AND INDEMNIFICATION

Users agree to indemnify and hold harmless 202works from and against any and all claims and expenses, including attorneys’ fees, arising out of use of the Website and the Platform, including but not limited to a violation of this Agreement.
If a User has a dispute with one or more other 202works Users, User will release 202works from all claims, demands, and damages (actual, special, and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
1. If User is a California resident, User waives California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

TERMS OF SERVICE SUBJECT TO MODIFICATION AND REVISIONS

202works may amend this Agreement from time to time, and in 202works sole discretion.
202works will provide notification to all Users of material changes to this Agreement by sending a notice to the primary email address specified in the User account, in such case the change will be in effect immediately upon sending of the notification email, and/or through the 202works Website at least 30 days prior to the change taking effect by posting a notice on the home page. Non-material changes to this Agreement will take effect immediately and are not subject to the notification policy regarding material changes.
The continued use of the Service after the effective date of a revised version of this Agreement constitutes acceptance of its terms. 202works encourages visitors to frequently check this page for any changes to this Agreement and to remain current with 202works policies.

SEVERABILITY AND SURVIVAL

If any Provision of the Terms of Service is determined to be invalid, unenforceable, or otherwise non-effective, that determination will not affect the validity and enforceability of the remaining Provisions contained in the Terms of Service.
The following Provisions of the Terms & Conditions Shall survive any termination or removal of a User’s Account: NON-SOLICITATION, PRIVACY POLICY, PAYMENT TERMS, AND RELEASE OF LIABILITY AND INDEMNITY.

OTHER/MISCELLANEOUS

Advisor is responsible for clearing up any potential issues that create, or may create, a conflict of interest, and are responsible for remaining compliant with their employer policy relating to conflicts of interest.
All Users Shall decline and/or discontinue their involvement with any activity through the 202works Platform that would present a conflict of interest, may result in a violation of any applicable law, these User Terms of Service, or a User’s obligations to past or present employers or any other third party.

CHOICE OF LAW AND DISPUTE RESOLUTION

The Terms of Service shall be governed by, and construed in accordance with, federal law. To the extent federal law incorporates state law, that state law shall be the laws of the District of Columbia, without regard to conflicts of laws provisions.
In the event that a dispute arises between the parties as a result of this Agreement, both parties agree to initially attempt to seek resolution by means of a mutually agreed-upon mediator. Any costs and fees, excluding attorney fees, that are associated with the mediation shall be shared equally by the parties.
In the event that the mediation is unsuccessful, both parties will agree to submit the dispute to a mutually agreed-upon arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Arbitration costs, including attorney fees, will be allocated among the parties at the discretion of the arbitrator.

ACKNOWLEDGEMENT OF UNDERSTANDING AND ACCEPTANCE

By registering with 202works.com and accepting the Terms of Service, All Users acknowledge that they have:

Read the Terms of Service,
Understand the duties, obligations, and procedures outlined in the Terms of Service, and
Fully and freely give their Consent and Agree to be bound by all terms, policies, and conditions set forth in the Terms of Service and Compliance Training.