Terms and Conditions

Terms and Conditions

Thank you for using RESEARCHPRENEURS!

These Terms and Conditions apply to your use of the RESEARCHPRENEURS Platform along with any associated software applications and websites and any other media form, media channel related, linked, or otherwise connected thereto (all together, “Services”). By using our

Services, you agree to these Terms.

Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.

1.Who We Are

RESEARCHPRENEURS is an exclusive network of top R&D consultants from diverse disciplines, proficient in product development, market research, environmental standards compliance and beyond. For more information about RESEARCHPRENEURS, please visit: https://researchpreneurs.com. Our Services are provided to you by RESEARCHPRENEURS UG (haftungsbeschränkt), a company incorporated in Germany, company number HRB 795393.

These Terms and Conditions constitute a legally binding agreement between you, whether personally or on behalf of an entity (“you” or “User”), and RESEARCHPRENEURS UG (haftungsbeschränkt), a company established under the Laws of Germany (“RESEARCHPRENEURS”, “we,” “us” or “our”), concerning your access to and use of the Services.

You agree that by using the Services, you have read, understood, and agree to be bound by these Terms and Conditions as well as our Privacy Policy.

If you don’t understand these Terms and Conditions or you don’t agree to all of its content, you may not use our Services. If you do not understand or agree to these Terms and Conditions, do not click to accept these Terms and Conditions, “Sign Up”, “Create My Account”, or similar, and do not visit https://researchpreneurs.com/, use our web applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms and Conditions on behalf of that business or legal entity.

2.Registration and Access

Registration. You must provide accurate and complete information to register for an account to use our Services, and your registration is subject to our approval. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”. In order to register, you must submit your application according to the instructions issued at https://researchpreneurs.com and as amended from time to time. We reserve the right to decline a registration either to join RESEARCHPRENEURS or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

Account Eligibility. You agree to use our Services for business purposes only. You also confirm that you are eligible to enter into these Terms and Conditions, including because you are at least 18 years old. RESEARCHPRENEURS offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of R&D Expert Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.

The information provided on the Services is not intended for anyone else except the person who is using the Services and is not intended for distribution to or use, except as allowed in these Terms and Conditions. Accordingly, those persons who choose to use the Services do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.RESEARCHPRENEURS reserves the right to take any action necessary to protect the content and ideas within the Services, in part or in whole. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

Account Types. We offer three types of accounts (“Account Types”): 1) Client and 2) R&D Expert, both defined as Users. Never share your Account password with anyone. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms and Conditions, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.

When you register for an Account and periodically thereafter, your Account will be subject to verification, including but not limited to validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on RESEARCHPRENEURS. You authorize RESEARCHPRENEURS, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed

3.Relationship with RESEARCHPRENEURS

RESEARCHPRENEURS offers a platform that enables R&D Experts and Clients to find one another, enter into service relationships and agreements, receive and provide R&D Expert Services. RESEARCHPRENEURS neither performs nor employs individuals to perform R&D Expert Services. You acknowledge and agree that RESEARCHPRENEURS does not supervise, direct, control, or monitor Users in the performance of any contractual obligations they may have under a Service Contract and agree that: a) RESEARCHPRENEURS is not responsible for ensuring the accuracy or legality of any User Content, for which Users are solely responsible; b) RESEARCHPRENEURS is not responsible for the offering, performance, or procurement of R&D Expert Services, c) RESEARCHPRENEURS does not make any representations about or guarantee any particular User’s offered services, and d) nothing will create an employment, agency, or joint venture relationship between RESEARCHPRENEURS and any User offering services. While RESEARCHPRENEURS may provide certain badges on R&D Expert or Client profiles, such badges are not guarantees, including of quality or ability or willingness of the badged R&D Expert or Client to complete a Service Contract. You further acknowledge and agree that Users, and not RESEARCHPRENEURS, are solely responsible for (a) evaluating and determining the suitability of any Project, Client, or R&D Expert; (b) assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information; (c) deciding whether to enter into a Service Contract on RESEARCHPRENEURS as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All Service Contracts between Users are directly between the Users and RESEARCHPRENEURS is not a party to those contracts.

Nothing in these Terms and Conditions is intended to or does prohibit or discourage any User from engaging in any other business

4.Taxes and Benefits

R&D Expert acknowledges and agrees that R&D Expert is solely responsible for: (a) all tax liability associated with payments received from R&D Expert’s Clients and through RESEARCHPRENEURS, without any offset or deduction to the fees paid to RESEARCHPRENEURS, and (b) obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that R&D Expert is not covered by or eligible for any insurance from RESEARCHPRENEURS; (c) determining and fulfilling R&D Expert’s obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges included but not limited to registration as self-employed, business or freelancer in any applicable location related to the provision of the Services, as well as any required tax declaration; and (d) if outside of Germany, determining if RESEARCHPRENEURS is required by applicable law to withhold any amount of the R&D Expert Fees and notifying RESEARCHPRENEURS of any such requirement and indemnifying RESEARCHPRENEURS for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of RESEARCHPRENEURS, R&D Expert agrees to promptly cooperate with RESEARCHPRENEURS and provide copies of R&D Expert’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing R&D Expert is engaging in an independent business as represented to RESEARCHPRENEURS.

5.Using Our Services

What You Can Do. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as the Service-specific terms and policies listed above.

By using the Services, you represent and warrant that:

  • All registration information you submit will be true, accurate, current, and complete.

  • You will maintain the accuracy of such information and promptly update such registration information as necessary.

  • You have the legal capacity and you agree to comply with these Terms and Conditions;

  • You are not under the age of 18.

  • You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise.

  • You acknowledge and agree that User feedback benefits the marketplace and its Users, and you specifically request and agree that RESEARCHPRENEURS may make available to other Users individual and composite feedback about Users, including you. You agree that RESEARCHPRENEURS is not responsible for verifying feedback provided to Users and provides it solely for the convenience of Users, but providing false or misleading information violates these Terms and Conditions and may result in revocation of your access to use the Services.

  • By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. RESEARCHPRENEURS generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. RESEARCHPRENEURS reserves the right (but is under no obligation) to remove posted feedback or information that RESEARCHPRENEURS determines violates the Terms and Conditions or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of RESEARCHPRENEURS.

  • You agree to communicate through the RESEARCHPRENEURS Platform and make and receive payments only through the RESEARCHPRENEURS Site for two years from the date you first identify or meet your Client or R&D Expert on the RESEARCHPRENEURS Platform, unless you pay a Conversion Fee, same applies if Client hires the R&D Expert in any position, or as an external consultant. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.

  • You agree that using our services doesn’t mean you can use any of our trademarks or other intellectual property, like copyrights and patents. We keep all of our rights to our intellectual property, even though we let you use our services.

  • Our logos and names are our trademarks and registered in certain jurisdictions. Any other product or company names, logos or similar marks and symbols you see on the RESEARCHPRENEURS Platform may be trademarked by our partners or other users like you.

  • You are responsible for how you use our site and anything you post on it. If someone makes a claim against us because of anything you put on the RESEARCHPRENEURS Platform, you agree to compensate us for our legal fees and expenses.

  • When you post content on (or through) our site or give us content for posting, you agree that you’re completely responsible for that content. You also agree to only post or give us content that you have the right to post, is legal, and doesn’t violate anyone’s rights, including intellectual property rights.

  • If you are employed or provide Services or other organizations, you warrant to inform them of your collaboration in any Project in the RESEARCHPRENEURS Platform, as may be required by your services agreement or employment contract.

  • You have no conflicts of interest and collaborating on any Project you accept on our Platform and will not violate any third-party rights by doing so.

  • You will provide us with your Bank details to our Payment Provider in order to receive the payments for the R&D Services.

What You Cannot Do. You may not access or use the Services for any purpose other than that for which we make these available. The Services may not be used in connection with any commercial endeavours except those that are specifically endorsed or approved by us. You may not use our Services for any illegal, harmful, or abusive activity. For example, you are prohibited from:

  • Using our Services in a way that infringes, misappropriates or violates anyone’s rights, particularly IP or copyright.

  • Modifying, copying, leasing, selling or distributing any of our Services.

  • Attempting to or assisting anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).

  • Use any research organization facilities or resources to collaborate on any Project you accept on our Platform.

Software. Our Services may allow you to download software, such as web applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licences that we’ve made available to you. Our services may include third-party software, products, or services, Third Party Services are subject to their own terms, and we are not responsible for them.

Feedback. We appreciate your feedback about our Services, but you agree that we may use it to provide, maintain, develop, and improve our Services, without compensation to you.

6.Contractual relationship between Client and R&D Expert Service Contracts

Users, not RESEARCHPRENEURS, are responsible for deciding whether to enter into agreements with other Users and for determining what the terms of those agreements will be. As provided above, if a Client and an R&D Expert decide to enter into a Service Contract, the contract is a contractual relationship directly between the Client and the R&D Expert; RESEARCHPRENEURS is not responsible for and is not a party to any Service Contract and under no circumstances will any such contract create an employment or any service relationship between RESEARCHPRENEURS and any User.

With respect to any Service Contract, Clients and R&D Experts may enter into any agreements that they deem appropriate (e.g. confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand RESEARCHPRENEURS’s rights and obligations under the Terms and Conditions, including these Terms and Conditions. RESEARCHPRENEURS will not be liable for any agreements signed between Clients and R&D Experts.

Disputes Among Users. For disputes arising between Clients and R&D Experts, you agree to abide by this dispute resolution process or the one that applies to your particular Service Contract. If that process does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that RESEARCHPRENEURS will not and is not obligated to provide any further dispute resolution assistance. If there is a dispute between the Client and the R&D Expert, the parties will aim to find an amicable solution. If according to RESEARCHPRENEURS, at its own discretion, it is established that R&D Expert is not able to perform the Project due to sickness or any other reason, RESEARCHPRENEURS will use its best endeavors to have the project completed by the R&D Expert or another R&D Expert. In such case, new timelines and acceptance criteria will have to be agreed.

Confidential Information. To the extent a User provides Confidential Information to another User, the recipient will take reasonable steps to keep that information confidential. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies of it contained in or on its premises, systems, or any other equipment otherwise under its control. Users specifically agree that this Section applies to information exchanged for purposes relating to evaluating whether to enter into a Service Contract, even if such contract is never agreed to.

Client is solely responsible for and assumes all liability for determining whether R&D Experts should be engaged as independent contractors or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging R&D Experts complies with applicable laws, regulations, and rules. RESEARCHPRENEURS is not responsible for any worker classification, and nothing in these Terms and Conditions is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between RESEARCHPRENEURS and any User.

7.RESEARCHPRENEURS Fees

a) R&D Expert Service Fees. R&D Experts agree to pay RESEARCHPRENEURS a service fee for the use of the Services (including for example marketing, invoicing, reporting, and payment services), (the “Service Fees”). R&D Expert is responsible for paying all Service Fees, which constitute a percentage of the total amount paid by the Client to the R&D Expert, as indicated on our website https://researchpreneurs.com/fees. When a Client pays an R&D Expert for a Project or when funds related to a Project are otherwise released to an R&D Expert, RESEARCHPRENEURS will credit the Business for the full amount paid, and then subtract and disburse to RESEARCHPRENEURS the Service Fee.

Subscription Fee. In order to use the Services and the RESEARCHPRENEURS Platform, you might have to purchase a Paid Subscription by paying a subscription fee in advance on a one-off basis or some other recurring interval disclosed to you prior to your purchase and as indicated on our website.

We may change the price for the Paid Subscriptions, including recurring subscription fees, or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.

If you register for a Paid Subscription, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days from the day you sign-up for the relevant service. You agree that the Cooling-off Period is available for fourteen (14) days after your purchase but is lost once you use the Spotify Service during that period.

Disbursement Fees. R&D Experts might have to pay RESEARCHPRENEURS a disbursement fee for remitting payments to their preferred payment method. This fee is paid to RESEARCHPRENEURS in consideration of administrative costs and costs incurred via the disbursement method, and may vary by disbursement method. The fee for each disbursement method is listed on the RESEARCHPRENEURS Platform here and is subject to change.

b) Client Fees. Clients pay RESEARCHPRENEURS a Marketplace Fee for accessing the Services, and for administration and facilitation of payments related to the R&D Expert Fees they pay to R&D Experts they engage through the RESEARCHPRENEURS Platform.

VAT and Taxes. RESEARCHPRENEURS Fees are exclusive of taxes. RESEARCHPRENEURS may be required by applicable law to collect or pay certain taxes or levies, including income tax or VAT. These collection and withholding requirements and rates may change based on changes to the law in your area. Any amounts RESEARCHPRENEURS is required or permitted to collect or withhold for the payment of any such taxes shall be collected or withheld in addition to the fees owed to RESEARCHPRENEURS under the Terms and Conditions.

RESEARCHPRENEURS does not introduce Clients to R&D Experts. RESEARCHPRENEURS offers a platform that enables R&D Experts to introduce themselves and may from time to time highlight Projects or R&D Experts that may be of interest. Therefore, RESEARCHPRENEURS does not charge a fee when a R&D Expert finds a suitable Client or finds a Project. In addition, RESEARCHPRENEURS does not charge any fee or dues for posting or viewing feedback.

8.No Escrow Services

RESEARCHPRENEURS does not provide escrow services to Users to deliver, hold, and receive payment for a Project, and to pay fees to RESEARCHPRENEURS. Payments are provided by Stripe and their Terms and Conditions are available here.

We only agree to do what is described in these Terms and Conditions. We only agree to perform such duties as are expressly set forth in these Terms and Conditions, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than these Terms and Conditions. We will be under no duty to inquire about or investigate any agreement or communication between Client and R&D Expert, even if posted to the RESEARCHPRENEURS Platform. We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Client or R&D Expert in accordance with these Terms and Conditions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We may execute any of our powers and perform any of our duties under these Terms and Conditions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. If we are uncertain as to our duties or rights under these Terms and Conditions or receive instructions, claims, or demands from any party to these Terms and Conditions that, in our opinion, conflict with any of the provisions of these Terms and Conditions, we will be entitled to refrain from taking any action.

9.Client Payments on Service Contracts

This section describes when and how Client payments are made on their contracts with R&D Experts.

Fixed-Price Contracts. Client becomes obligated to pay applicable amounts upon sending a Fixed-Price Contract offer. Client automatically and irrevocably authorizes and instructs RESEARCHPRENEURS to charge Client’s Payment Method for the R&D Expert Fees.

Disbursements to R&D Expert Fees on Service Contracts

The security period begins after Client accepts work submitted by R&D Expert and approves payment. Except as expressly provided in the Terms and Conditions and as prohibited by applicable law, RESEARCHPRENEURS may refuse to process, may hold the disbursement of the R&D Expert Fees or any other amounts and offset amounts owed to us, or take such other actions as we deem appropriate in our sole discretion if: (a) we require additional information, such as R&D Expert’s tax information, government-issued identification or other proof of identity, address, or date of birth; (b) we have reason to believe the R&D Expert Fees may be subject to dispute or chargeback; (c) we suspect a User has committed or attempted to commit fraud or other illicit acts on or through the RESEARCHPRENEURS Platform or is using the RESEARCHPRENEURS Platform unlawfully; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under these Terms and Conditions or other Terms and Conditions; or (e) we deem it necessary in connection with any investigation, required by applicable law, or necessary due to circumstances outside of our control after a commercially reasonable effort has been made by us due to such circumstances. If, after investigation, we determine that the hold on the disbursement of the R&D Expert Fees is no longer necessary, RESEARCHPRENEURS will release the hold as soon as practicable. In addition, except as expressly provided in the Terms and Conditions and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your payment, withdrawal, or Project; (ii) discover erroneous or duplicate transactions; or (iii) have supplied our services in accordance with these Terms and Conditions yet we receive any chargeback from the Payment Method used by you or your Client despite our provision of the Services in accordance with these Terms and Conditions. You agree that we have the right to obtain such reimbursement by instructing RESEARCHPRENEURS (and RESEARCHPRENEURS will have the right) to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.

Non- Payment or Default

RESEARCHPRENEURS is not responsible for a Client’s non-payment of fees. If Client is in “default”, meaning the Client fails to pay the R&D Expert Fees or any other amounts when due under the Terms and Conditions, or a written agreement for payment terms incorporating the Terms and Conditions (signed by an authorized representative of RESEARCHPRENEURS), RESEARCHPRENEURS will be entitled to the remedies described in this Section in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following: (a) Client fails to pay the R&D Expert Fees when due; (b) Client fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Client fails to pay an invoice issued to the Client by RESEARCHPRENEURS within the time period agreed or, if no period is agreed, within 30 days; (d) Client initiates a chargeback with a bank or other financial institution resulting in a charge made by RESEARCHPRENEURS for R&D Expert Fees or such other amount due being reversed to the Client; or (e) Client takes other actions or fails to take any action that results in a negative or past-due balance on the Client’s account. If Client is in default, we may, without notice, temporarily or permanently close Client’s Account and revoke Client’s access to the Services, including Client’s authority to use the RESEARCHPRENEURS Platform to process any additional payments, enter into Service Contracts, or obtain any additional R&D Expert Services from other Users through the RESEARCHPRENEURS Platform. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default. Without limiting other available remedies, Client must pay RESEARCHPRENEURS upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. At our discretion and to the extent permitted by applicable law, RESEARCHPRENEURS may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client’s Account; set off amounts due against other amounts received from Client or held by for Client by RESEARCHPRENEURS; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution. RESEARCHPRENEURS does not guarantee that Client is able to pay or will pay R&D Expert Fees, and RESEARCHPRENEURS is not liable for and may reverse R&D Expert Fees if Client is in default or initiates a chargeback of funds with their financial institution. If RESEARCHPRENEURS recovers funds from a Client who initiated a chargeback or who is in default pursuant to this Section, RESEARCHPRENEURS will disburse any portion attributable to R&D Expert Fees to the applicable R&D Expert to the extent not already paid by Client or credited by RESEARCHPRENEURS.

No Return of Funds and no Chargebacks

Clients agree that, once RESEARCHPRENEURS charges the Client's Payment Methods, the charge cannot be refunded. Clients agree not to initiate any chargebacks from their credit card companies, banks, or the like. Client acknowledges and agrees that RESEARCHPRENEURS may charge or debit Client’s designated Payment Method for the R&D Expert Fees incurred. Once RESEARCHPRENEURS charges or debits the Client’s designated Payment Method for the R&D Expert Fees, the charge or debit is non-refundable, otherwise required by applicable law. Client also acknowledges and agrees that the Terms and Conditions provide a dispute resolution process as a way for Client to resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any R&D Expert Fees or other fees charged pursuant to the Terms and Conditions for any reason. A chargeback in breach of this obligation is a material breach of the Terms and Conditions. If Client initiates a chargeback in violation of these Terms and Conditions, Client agrees that RESEARCHPRENEURS may dispute or appeal the chargeback, institute collection action against Client, close Client’s account, and take such other action it deems appropriate.

Payment Method

In order to use the Services, Users must provide account information for at least one valid Payment Method. As a Client or R&D Expert, you hereby authorize RESEARCHPRENEURS, to run credit card authorizations on all credit cards provided by Client or R&D Expert, to store credit card and banking or other financial details as Client or R&D Expert's method of payment consistent with our Privacy Policy, and to charge Client or R&D Expert’s credit card (or any other Payment Method) for the R&D Expert Fees or Service Fees and any other amounts owed under the Terms and Conditions. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information. By providing Payment Method information through the RESEARCHPRENEURS Platform or by authorizing payments with the Payment Method, you represent that: (a) you are legally authorized to provide such information; (b) you are legally authorized to make payments using the Payment Method(s); (c) you are an employee or agent of a company or person that owns the Payment Method, that you are authorized by the company or person to use the Payment Method to make payments on RESEARCHPRENEURS; and (d) such actions do not violate the terms and conditions applicable to your use of such Payment Method(s) or applicable law. When you authorizes a payment using a Payment Method via the RESEARCHPRENEURS Platform, you represent that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under these Terms and Conditions or the other Terms and Conditions cannot be collected from Client or R&D Expert’s Payment Method(s), Client or R&D Expert is solely responsible for paying such amounts by other means. RESEARCHPRENEURS is not liable to any User if RESEARCHPRENEURS does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. RESEARCHPRENEURS will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with these Terms and Conditions.

10.Making Payments through RESEARCHPRENEURS

You agree to exclusively use RESEARCHPRENEURS Platform to make payments for work that arises out of a relationship you made through RESEARCHPRENEURS Platform for two years from the date you first established the relationship. You acknowledge and agree that a substantial portion of the compensation RESEARCHPRENEURS receives for making RESEARCHPRENEURS Platform available to you is collected through the Service Fee and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services. Therefore, for 24 months from the start of an RESEARCHPRENEURS Relationship (the “Non-Circumvention Period”), you agree to use RESEARCHPRENEURS Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on RESEARCHPRENEURS Platform unless you pay a fee to take the relationship off of the RESEARCHPRENEURS Platform (the “Conversion Fee”) determined by RESEARCHPRENEURS, which is a minimum of € 1,000 and up to €50,000 for each RESEARCHPRENEURS Relationship, unless Client and R&D Expert have had an RESEARCHPRENEURS Relationship for at least two (2) years. If you use RESEARCHPRENEURS as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. You agree to notify RESEARCHPRENEURS immediately if a person suggests making or receiving payments other than through the RESEARCHPRENEURS Platform in violation of this Section or if you receive unsolicited contact outside of the RESEARCHPRENEURS Platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a report to RESEARCHPRENEURS by contacting us via info@researchpreneurs.com. You acknowledge and agree that a violation of this Section is a material breach of the Terms and Conditions, and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the RESEARCHPRENEURS Platform, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the RESEARCHPRENEURS Platform.

Users agree to use the communication services available on the RESEARCHPRENEURS Platform to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you (a) will use RESEARCHPRENEURS Platform as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact to any other User or another person that you identified or were identified by through the RESEARCHPRENEURS Platform; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of the RESEARCHPRENEURS Platform; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the RESEARCHPRENEURS Platform communications services (including in each case in any attached file), except as otherwise provided on the RESEARCHPRENEURS Platform.

11.Records of Compliance

You agree to make and keep all required records. You are solely responsible for creation, storage, and backup of your business records. You agree that RESEARCHPRENEURS has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

12.Warranty Disclaimer

We are not responsible for the quality, safety, or reliability of our Services. RESEARCHPRENEURS make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, RESEARCHPRENEURS and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

13.Limitation of Liability

Any liability we may have to you is limited. RESEARCHPRENEURS is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms and Conditions, including, but not limited to: (i) your use of or your inability to use our Platform or Services; (ii) delays or disruptions in our Platform or Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Platform or Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Platform or Services; (v) damage to your hardware device from the use of the S Platform or Services; (vi) the content, actions, or inactions of third parties’ use of the Platform or Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Platform or Services; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms and Conditions. Additionally, in no event will RESEARCHPRENEURS, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of RESEARCHPRENEURS, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement will not exceed any fees retained by RESEARCHPRENEURS with respect to service contracts on which User was involved as Client or R&D Expert during the three months preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with these Terms and Conditions or the other Terms and Conditions, whether in contract, tort (including negligence), strict liability, or otherwise, even if RESEARCHPRENEURS has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.

14.Release

You agree not to hold us responsible for any dispute you may have with another User. In recognition of the fact that RESEARCHPRENEURS is not a party to any contract between Users, you hereby release RESEARCHPRENEURS, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into these Terms and Conditions. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the R&D Expert Services provided to Client by a R&D Expert and requests for refunds based upon disputes..

15.Indemnification

If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below. You will indemnify, defend, and hold harmless RESEARCHPRENEURS, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents’ use of the Services, including any payment obligations or default (described in Section Non-Payment or Default) incurred through use of the Services; (b) any work product or User content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a R&D Expert as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms and Conditions; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party. “Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

16.Disputes Between You and RESEARCHPRENEURS

If the User is a Consumer, the exclusive place of jurisdiction for all disputes arising from these Terms and Conditions shall be Heilbronn if the customer has no general place of jurisdiction in Germany, moves his domicile or usual place of residence out of Germany after the conclusion of the Terms and Conditions or his domicile or usual place of residence is not known at the time the action is brought.

If the User is a Client, the place of jurisdiction is Heilbronn. RESEARCHPRENEURS is also entitled to sue the customer at his general place of jurisdiction.

RESEARCHPRENEURS does not participate in the procedure for alternative dispute resolution in consumer matters under the Consumer Dispute Resolution Act (VSBG) and for online dispute resolution in consumer matters under the Regulation on Online Dispute Resolution in Consumer Matters (ODR Regulation), available at http://ec.europa.eu/consumers/odr/ .

17.Agreement Term and Termination

You and RESEARCHPRENEURS both have the right to end these Terms and Conditions, but certain rights and obligations will survive after this Agreement ends. Unless both you and RESEARCHPRENEURS expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms and Conditions as well, except as otherwise provided in this Agreement. You may provide written notice to info@researchpreneurs.com . In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed. You agree that RESEARCHPRENEURS is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service Contract or Project entered into between Users. If you attempt to terminate this Agreement while having one or more open Projects, you agree that (a) you thereby instruct RESEARCHPRENEURS to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms and Conditions until all such Projects have closed on the RESEARCHPRENEURS Platform and your access to the RESEARCHPRENEURS Platform has been terminated; (c) RESEARCHPRENEURS will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to RESEARCHPRENEURS for any Services or such other amounts owed under the Terms and Conditions and to any R&D Experts for any R&D Expert Services. Without limiting RESEARCHPRENEURS other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the RESEARCHPRENEURS Platform and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of these Terms and Conditions; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the RESEARCHPRENEURS Platform or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the RESEARCHPRENEURS Platform under the same Account or a different Account or re-register for a new Account without RESEARCHPRENEURS’s prior written consent. If you attempt to use the RESEARCHPRENEURS Platform under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

18.Additional Terms

The contract is subject to the law of the Federal Republic of Germany, whereby the application of the UN Convention on Contracts for the International Sale of Goods is excluded. If the customer is a consumer, this choice of law shall not deprive him of the protection afforded to him by those provisions which cannot be derogated from by agreement in accordance with the law which would be applicable without the choice of law on the basis of statutory provisions.

After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.

This Agreement, together with the other Terms and Conditions, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.

We may modify these terms and will provide you with reasonable advance notice of substantial changes.

You may not transfer any rights you have under our Terms and Conditions unless we give you approval

If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of these Terms and Conditions is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

Force Majeure. When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under these Terms and Conditions. The parties to these Terms and Conditions will not be responsible for any delay or failure to perform any obligation under these Terms and Conditions for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.

Right of withdrawal. If the R&D Expert is a consumer, they have a right of withdrawal in accordance with the following provisions.

The R&D Expert has no right of withdrawal if the customer expressly consents to RESEARCHPRENEURS commencing the performance of the contract before the expiry of the withdrawal period. The R&D Expert acknowledges that by giving their consent, they lose the right of withdrawal as soon as the performance of the contract has begun. The R&D Expert gives such consent by ticking the following button in the RESEARCHPRENEURS Platform:

[ ] I agree that the contract will be performed before the end of the cancellation period. I am aware that my right of withdrawal expires at the beginning of the performance of the contract.

The R&D Expert has the right to cancel this contract within fourteen days without giving any reason, from the date of execution of this Agreement.

To exercise the R&D Expert´s right of withdrawal, R&D Expert must inform us via info@researchpreneurs.com of the decision to withdraw from this contract by an unequivocal statement (e.g. e-mail). R&D Expert can use the attached sample withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient for R&D Expert to send a communication concerning R&D Expert´s exercise of the right of withdrawal before the withdrawal period has expired.

Consequences of withdrawal

If R&D Expert withdraws from this contract, we shall reimburse R&D Expert all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. For this repayment, we will use the same means of payment that you used for the original transaction unless expressly agreed otherwise with you; in no case will you be charged any fees for this repayment.

If you have requested that the services commence during the withdrawal period, you must pay us a reasonable amount corresponding to the proportion of the services already provided by the time you inform us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.

Sample withdrawal form

(If you wish to withdraw from the contract, please complete this form and return it to us).

- To RESEARCHPRENEURS: info@researchpreneurs.com

I/we (*) hereby cancel the contract concluded by me/us (*) for the purchase of the following goods (*)/the provision of the following service (*)

Ordered on (*)/received on (*)

Name of the consumer(s)

Address of the consumer(s)

Signature of the consumer(s) (only for notification on paper)

Date(s)

____________________

(*) Delete as appropriate.