TERMS AND CONDITIONS OF NETWORK MEMBERSHIP
These Terms and Conditions of Network Membership (the “Terms & Conditions”) in the Benchlink Network (the “Benchlink Network”) supersede all prior versions of the Terms & Conditions previously in effect between Benchlink Corp. You agree that your use of any of Benchlink’s websites is subject to that website’s terms of use, except to the extent those terms conflict with these Terms & Conditions, in which case these Terms & Conditions shall control. The English version of these Terms and Conditions shall control over any translations.
OVERVIEW AND ACTIVITIES
The Benchlink Network consists of professionals and consultants in various industries and specialties who educate and share insights with financial and business leaders and other organizations and professionals (“Clients”). Benchlink provides opportunities for Network Members (also referred to as “Experts”) to participate in different types of projects (“Projects”), such as telephone or video consultations and online surveys. Additionally, Network Members may be eligible to participate in other non-Project activities and interactions through Benchlink (“Platform Activities”), such as:
• receiving rewards for referring friends and colleagues to the Benchlink Network and Platform Activities (“Network Rewards”);
• selling reports and other syndicated content through Benchlink’s online marketplace and/or third-party partner sites;
• participating in discussions with other Network Members and/or Clients; and
• engaging in other networking and educational opportunities.
MEMBERSHIP POLICIES
You confirm that you are not prohibited or limited in any way from participating in the Benchlink Network by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct (if you are employed), or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as a Network Member. It is your responsibility to determine whether you are permitted to join the Benchlink Network.
As a Network Member, you acknowledge and agree to the following: (i) you are a non-agent independent contractor of Benchlink; (ii) you have no authority to act on behalf of Benchlink; (iii) you are not eligible for any Benchlink or Client employment benefits based on your participation in the Benchlink Network; (iv) you shall not identify any Client or Benchlink as your employer; (v) you are joining the Benchlink Network in your individual capacity and not as a representative or on behalf of any other entity1 (such as past or present employers), except as otherwise agreed in writing between such entity and Benchlink; and (vi) Benchlink, in its sole discretion, may determine your eligibility for membership in the Benchlink Network.
If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Network Member.
PARTICIPATION IN THE BENCHLINK NETWORK
At all times during your participation in the Benchlink Network, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and all applicable laws and regulations. When engaging in Projects or Platform Activity, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the Benchlink Network.
YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF ANY APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.
During the course of your participation in the Benchlink Network you SHALL NOT disclose confidential information, which includes:
• Material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or pending government action or legislation;
• Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;
• Non-public or confidential information related to pending government action or inaction;
• Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);
• Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and
• Information you believe may be confidential.
Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.
You further agree to the following in considering, accepting and completing Project opportunities:
• If you are an employee or director of a company, you will not (i) discuss or disclose that company’s information (such as its performance, strategy, processes, operations, or internal metrics), (ii) accept or engage in any Projects or Platform Activities about that company, or (iii) consult for any Client you reasonably believe to be a direct competitor of that company in each case without the express written consent of the company and Benchlink;
• If you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;
• If you have worked in the accounting or finance department of a company within the past year, you will not discuss accounting or financial issues relating to that company or its affiliates;
• If you are an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connection with such tender offer, you will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;
• If you are a lawyer, you will not give legal advice in connection with a Project or Platform Activity, and you do not establish an attorney-client relationship with Clients through Projects or Platform Activities;
• You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security;
• To the extent not already reflected in your Benchlink employment history or Benchlink Network Member Profile, you will disclose to Benchlink any material financial interests or business relationships you have, or any entity under your control has, that you reasonably believe would be relevant in assessing your objectivity or conflicts of interest for the Project, or you will decline the Project if you are unable or unwilling to make such a disclosure;
• You will not use your participation in the Benchlink Network to promote any products, companies or opportunities without consent from Benchlink prior to your participation in the Project;
• You will not accept any compensation other than that provided by Benchlink for your work performed for Clients without first obtaining the express written consent of Benchlink; and
• You will not record or transcribe, or permit any third party to join (except with prior consent from Benchlink), your consultations with clients.
Additionally, note that most current government officials and government agency officials worldwide are ineligible to participate in the Benchlink Network. If you are one of the few Network Members who are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to promptly notify Benchlink if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.
You further agree to abide by Benchlink’s Code of Conduct for Network Members available here.
Certain market research Projects conducted through Benchlink Research (Surveys, Qualitative and Integrated Insights), and certain other Projects, will be designed to be conducted on a blinded basis such that your identity and the identity of your current employer (if any) will not be shared with the client. Notwithstanding Benchlink’s limitations on consulting about your employer, for these blinded Projects, you may be asked to discuss non-confidential insights related to your employer. As with all Benchlink Projects, you must not share confidential information and must honor your obligations to your current and former employers (if any) and any other entities to which you have such obligations.
Benchlink will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.
You represent that you have not been:
• Convicted of, plead guilty to, or admitted committing, any criminal offense involving dishonesty or deception (e.g., theft, fraud, etc.) or any crime that may be punishable by a prison term of a six months or more (e.g., a felony in the United States);
• Subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or
• Named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.
Further, in the event you are, or have been in the past, accused of a felony or any offense involving dishonesty or deception, or sued for theft of corporate assets, fraud, breach of any confidentiality or nondisclosure agreement, breach of fiduciary duty, or any similar action to promptly disclose that information to Benchlink by emailing SUPPORT@BENCHLINK.IO. While Benchlink reserves the right to verify this independently you agree to notify Benchlink immediately if your status changes with respect to any of these representations.
IF YOU BECOME CONCERNED WITH THE NATURE OF ANY INQUIRY OR PROJECT BY A CLIENT, A CLIENT ATTEMPTS TO INFLUENCE YOUR DECISIONS (E.G., WHAT DRUGS TO PRESCRIBE OR DEVICES OR SERVICES TO USE) IN ANY WAY, OR A CLIENT IS MARKETING PRODUCTS OR SERVICES TO YOU RATHER THAN CONDUCTING RESEARCH, YOU MUST DISCONTINUE YOUR PARTICIPATION AND NOTIFY BENCHLINK IMMEDIATELY BY EMAILING SUPPORT@BENCHLINK.IO. To encourage you to err on the side of caution when participating in Projects, in the event you discontinue a Project in order to comply with these Terms & Conditions and promptly notify Benchlink as described above, you may submit a payment request for the full time you set aside for the consultation. You agree to cooperate fully in any Benchlink inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or any applicable law.
CONFIDENTIALITY OF BENCHLINK AND CLIENT INFORMATION
While you are a Network Member and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the Benchlink Network until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Benchlink for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of Clients (e.g., do not list Clients on your resume, website, or any business networking profile); (2) information about Projects, including Project invites and lists to which you are granted access; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; (4) materials and information provided to you by Client; or (5) any other nonpublic or proprietary information of Benchlink or its Clients (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify Benchlink, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Benchlink in protecting such information to the extent possible under applicable law. Upon request by Benchlink or the applicable Client, you agree to return or destroy all Restricted Information in your possession.
Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation as a Network Member or in a Project prior to accepting an invitation for that Project.
Some Projects or Platform Activities are collaborative, and involve working with other Network Members. You owe the same duty of non-disclosure to such other Network Members as you would to any Client under these Terms & Conditions. Additionally, if during the course of Projects or Platform Activities, you are first introduced to other Network Members, you may not, directly or indirectly, solicit those Network Members for projects or other engagements outside of Benchlink without the prior written consent of Benchlink.
NETWORK MEMBER INFORMATION
You agree to provide Benchlink with accurate and complete biographical information, including your current job status, any directorships, and at least two years of employment history, and to promptly update that information as it changes.
Benchlink or its Clients may ask you for other information, including your availability, expertise, knowledge of, or experience with, certain companies or products, or suitability to consult on particular topics or in general. Collectively, such information about you, as well as any information in your Benchlink Network Member Profile and any photographs or images you choose to add to your profile, are your “Network Member Information.” While Benchlink may revise Network Member Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Network Member Information and ensuring its accuracy. You acknowledge that Benchlink, Clients, and Benchlink’s third-party partners will rely on your Network Member Information when selecting you for Projects. Therefore, you agree not to accept any Project with any Client unless your Network Member Information is accurate, complete, and up-to-date.
You agree that Benchlink may, if it so chooses, verify your identity, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any publicly available information (including history of criminal, regulatory or civil matters) that might impact Clients’ willingness to engage with you. You should proactively disclose to Benchlink any such negative information so we can assess if it will impact your ability to engage with Benchlink or Clients. Benchlink may also seek to verify the accuracy of the payment requests you submit and confirm the substance of your discussions with Clients. You agree to cooperate with Benchlink as it conducts background checks and any other verifications.
You consent to Benchlink contacting you by application services, email, telephone, SMS, or otherwise, to process and administer details of your membership in the Benchlink Network, to provide you with opportunities to participate in Projects or other Platform Activity, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about Benchlink’s business.
DATA PROTECTION
Benchlink will process Network Member information in accordance with Benchlink’s Privacy Policy. In the course of providing services, complying with its own contractual and regulatory obligations, and operating its business, Benchlink may process personal data in accordance with applicable data protection laws. Further information about Benchlink’s processing activities can be found in the Benchlink Privacy Policy, which is available on the Benchlink website.
The Benchlink Privacy Policy sets out relevant information regarding, among other things: (a) the collection and creation of personal data by, or on behalf of, Benchlink; (b) the categories of personal data processed; (c) the lawful basis for such processing; (d) the purposes of such processing; (e) the disclosure of personal data to third parties (including processors); (f) the international transfer of personal data; (g) the data security measures applied by Benchlink; (h) Benchlink’s compliance with the principles of data accuracy, data retention and data minimization; (i) the rights of data subjects; and (j) contact details for enquiries and the exercise of data protection rights. The Benchlink Privacy Policy may be updated or revised from time to time without prior notice. You are encouraged to review the Benchlink Privacy Policy periodically.
In the event that you disclose the personal data of any third party to Benchlink, you shall, to the greatest extent permitted under applicable law, draw the attention of that third party to the Benchlink Privacy Policy, prior to making such disclosure.
You agree to process personal data you receive from Benchlink in accordance with the applicable provisions of these Terms & Conditions, the Benchlink Privacy Policy, and any instructions Benchlink provides.
ASSIGNMENT, ACCEPTANCE & SCOPE OF PROJECTS
Your participation in Projects and Platform Activities is always at your discretion. Benchlink makes no representation regarding the frequency, quantity, or type of invitations to Projects or Platform Activities you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by Benchlink or stated in any Project invitation, you will be compensated only for the time you spend interacting with Clients on Projects at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Project with a Client does not occur. You may not assign Projects or Platform Activities or delegate any portion of your work to others (including without limitation to any other employees of your firm) without Benchlink’s prior written consent.
All interactions must be set up through Benchlink or its systems. You are not permitted to share your contact information (either phone or email) directly with the Client without the written consent of Benchlink. If a Client contacts you without having arranged the Project through Benchlink, and you consult with the Client, you are not eligible for payment from Benchlink, even if the call is a follow-up to a recent Project that was arranged through Benchlink. Clients are not authorized to expand the scope of a Project except with Benchlink’s written authorization.
COMMUNICATION WITH THIRD PARTIES
In performing Project work on behalf of Clients, you are not to interact with third parties except with the written authorization of Benchlink. If authorized to do so, you agree to advise any third party with whom you interact that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:
• presenting yourself under false pretenses or pretexts;
• describing yourself as working for or on behalf of Benchlink;
• identifying the Client on whose behalf you are acting (you may disclose the type of client firm without identifying such Client by name);
• hiring or engaging such person as an agent, subcontractor, or consultant without Benchlink and the Client’s written consent;
• soliciting information that you believe the person, if he/she were a Network Member, could not disclose under these Terms & Conditions; and
• offering, giving, or attempting to give anything of value to anyone without Benchlink and the Client’s written consent.
COMPLIANCE WITH ANTI-CORRUPTION LAWS
You acknowledge that you are aware of, and have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, Sapin II, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore, when performing work on behalf of Benchlink or its Clients you shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person:
• for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;
• for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
• to improperly induce any person to provide you with information.
NON-SOLICITATION OF CLIENTS
Membership in the Benchlink Network is non-exclusive and there is no minimum time commitment (unless otherwise agreed in writing). As a condition to participation in the Benchlink Network, for Clients to whom you are first introduced to through Benchlink, for a period of one year from the most recent Project with or introduction to such Client you agree not to knowingly solicit projects from or propose or agree to any kind of consulting, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of Benchlink. This provision does not prohibit you from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with Benchlink, you also agree not to knowingly solicit for employment any employee of Benchlink or any Clients to whom you were first introduced due to your Network Member status.
NETWORK MEMBER CONTENT
You represent that any materials, regardless of format, that you submit, upload to a Benchlink website, application, or otherwise provide to a Client or to Benchlink, whether orally or in writing, (collectively, “Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.
You further consent to Benchlink or Clients recording and transcribing your consultations or other interactions with them (“Recordings”), and agree that any Recordings are owned by Benchlink or Clients and may be used by such Client and Benchlink for any purpose. As part of their compliance protocols, some Clients may have a professional or independent third party (in addition to the Client user(s) you will speak with) chaperoning phone consultations. On occasion, their presence may be unannounced (i.e., you will not be notified that they are listening). By signing these Terms & Conditions you consent to consultations being chaperoned, recorded, and/or transcribed at Clients’ election.
RELIANCE BY CLIENTS
These Terms & Conditions are intended to benefit Clients. Clients expect that all Projects will be carried out in accordance with these Terms & Conditions and applicable laws and that, among other things, they will not receive any confidential information, including material non-public information, and their own Restricted Information will not be disclosed. Clients may from time-to-time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Clients as a condition to your participation in or payment on a Project (“Confirmations”). You agree that, to the extent you have provided any Confirmations, you shall be obligated to honor such Confirmations in addition to these Terms & Conditions, and that the applicable Client shall have the right to directly enforce your compliance with such Client’s Confirmations, if any. You understand that other Network Members, each Client, and the person with whom you may engage in any Project or Platform Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Clients, as third-party beneficiaries of these Terms & Conditions, have the right to directly enforce your compliance with these Terms & Conditions.
POST-PROJECT ATTESTATION
You acknowledge that Benchlink and/or Client may require you to attest to your compliance with these Terms and Conditions and certain other additional terms and compliance policies upon completion of a Project, including confirmation that during the Project: (1) you did not disclose to the Client any confidential, including material nonpublic, information, or any information obtained under a duty of trust, or unlawfully or inappropriately, (2) you did not breach any obligation to a third party, including an employer or former employer, (3) you complied with, and will continue to comply with, the Terms & Conditions of Network Membership and Benchlink’s compliance policies and procedures, and (4) you will not use, or disclose to third parties, any information you have obtained from the Client. You agree to immediately notify Benchlink if you believe that there was a violation of these requirements by emailing. You further agree that by invoicing Benchlink for any Project, you are attesting to the above conditions related to the Project.
NETWORK REWARDS
The Network Rewards policy encompasses the structure, amount, and method of payment of monetary rewards that members of the Benchlink Network receive by inviting acquaintances to the Benchlink Network. This policy will be disclosed on the website and other app services. All members of the Benchlink Network will be subject to the most recent Network Rewards policy regardless of their enrollment date. The Network Rewards policy is subject to change at any time, and Benchlink will notify users via email, text messages, in-app notifications, or other means at least 30 days prior to any changes to this policy.
PAYMENTS
You are responsible for providing your payment details to Benchlink. If you are employed, you must follow your employer’s policies that may relate to payment by Benchlink. Unless stated otherwise or otherwise agreed in writing, within 30 days of completion of a Project you must request payment to Benchlink for the work you performed on the Project. To the extent any post-project attestations are required in connection with a project, those attestations must be provided in order to receive payment. Payments will be based on your rate upon Project acceptance unless otherwise agreed in writing by Benchlink or as specified in the Project invitation. For telephone or video consultations you will be compensated for the total number of minutes spent on the phone with Clients (as recorded in Benchlink’s systems). Any partial minutes will be rounded down to the nearest whole minute. If you or your employer has specified that payments be remitted to your employer, you agree, so long as your relationship with your employer exists or until your employer provides otherwise in writing, that payments will be made to your employer.
Payment terms for Platform Activities, to the extent applicable, will be made in accordance with the terms set forth on Benchlink's websites regarding the particular Platform Activity or as otherwise agreed in writing by Benchlink. Benchlink does, however, reserve the right to combine any payments due to you.
If a Client disputes your request for payment or the quality of your work on a Project or Platform Activity, Benchlink may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Benchlink has the sole and final authority to resolve such dispute in Benchlink's reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project or Platform Activity to the extent Benchlink reasonably determines you have violated these Terms & Conditions or Benchlink's compliance rules, including but not limited to providing incorrect information in your Benchlink Network Member Profile or referring third parties in violation of law or Benchlink’s referral rules, and to the extent you have already received payment for Projects or Platform Activities involving such violations, Benchlink shall have the right to recover such payments in full.
Benchlink may require you to provide additional information (including your date of birth, government identification numbers, Social Security number, or equivalent Tax Identification number) about yourself or your employer/company as part of Benchlink's security procedures. You also agree that all fees imposed on you by any banking institution to process any payment from Benchlink are your sole responsibility.
Your contract will be with, and you shall receive your payments from, Benchlink Corp., a Republic of Korea entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Benchlink, in accordance with applicable laws and regulations and, if applicable, you agree to provide Benchlink evidence of such tax payments upon Benchlink’s request.
AGREEMENT DETAILS
Right to Injunction/Limitation on Liability
In the event that you breach, or threaten to breach, any of the obligations contained in the terms of use of Benchlink websites or the Sections of these Terms & Conditions titled Communication with Third Parties, Confidentiality of Benchlink and Client Information, or Non-Solicitation of Clients, you acknowledge that Benchlink’s and/or Clients’ remedies at law will be inadequate and that Client and/or Benchlink will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.
In no event shall Benchlink be liable to you or any other party for any damages resulting from or relating to your participation as a Network Member, the performance of any services by you as a Network Member, the processing of personal data by or about you, or the business operations of Benchlink, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if Benchlink was informed of the possibility of such damages. Benchlink agrees that for its part it shall not seek to impose on any individual Network Member any liability for damages based on his or her performance of services hereunder as a Network Member, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the Network Member to comply with these Terms & Conditions, including the guidelines and restrictions referenced herein, or conduct or activity by the Network Member that constitutes gross misconduct, fraud, or violates any applicable law. You are solely responsible for your actions. Benchlink shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.
Arbitration
Any dispute, controversy, or claim, whether in tort, contract, or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by arbitration before a single arbiter. The venue for all arbitrations shall be Seoul, Republic of Korea. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of Benchlink’s right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor Benchlink shall be entitled to join or consolidate claims by or against other Network Members, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and Benchlink are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.
Severability
If any provision of these Terms & Conditions shall be held to be illegal, invalid, or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
Survival of Certain Provisions
The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Clients, Network Member Content, Privacy Policy, Confidentiality of Benchlink and Client Information, Reliance by Clients, and Agreement Details shall survive any termination or expiration of these Terms & Conditions.
Termination
Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the Benchlink Network at any time upon notice to Benchlink, and Benchlink has the unlimited right to terminate or limit your membership in the Benchlink Network at any time and for any reason.
By signing up for the Benchlink Network, you acknowledge and agree that you are making express representations to Benchlink and Clients that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.
End of Terms & Conditions
