Consultant Terms and Conditions

1. Agreement to Terms

By registering as a consultant on Cruxi's platform ("Platform"), you ("Consultant", "you", or "your") agree to be bound by these Consultant Terms and Conditions ("Consultant Terms"). These Consultant Terms are in addition to, and not in lieu of, Cruxi's general Terms of Service. If you disagree with any part of these Consultant Terms, you may not register as a consultant or use the Platform's consultant features.

2. Independent Contractor Relationship

2.1 No Employment Relationship

You acknowledge and agree that you are an INDEPENDENT CONTRACTOR and not an employee, agent, partner, joint venturer, or representative of Cruxi, Inc. ("Cruxi", "we", "us", or "our"). Nothing in these Consultant Terms or your use of the Platform shall create any employment, agency, partnership, or joint venture relationship between you and Cruxi.

2.2 Independent Business

You operate your consulting business independently and are solely responsible for:

• Your own business operations, expenses, and taxes
• Compliance with all applicable laws, regulations, and professional standards
• Maintaining appropriate professional liability insurance
• Your own business decisions and strategies
• All aspects of your relationship with clients, including contracts, payments, and service delivery

3. Grant of Rights to Cruxi

3.1 License to Use Consultant Information

By registering as a consultant and providing information to Cruxi, you hereby grant Cruxi a WORLDWIDE, NON-EXCLUSIVE, ROYALTY-FREE, PERPETUAL, IRREVOCABLE, SUBLICENSABLE, AND TRANSFERABLE LICENSE to:

• Use, reproduce, distribute, display, publish, and make available your name, photograph, bio, credentials, expertise, certifications, experience, pricing information, and any other information you provide ("Consultant Information")
• Display and publish Consultant Information on the Platform, including but not limited to the consultant directory, marketplace, search results, and any promotional materials
• Modify, edit, format, and adapt Consultant Information for display purposes
• Use Consultant Information for marketing, advertising, and promotional purposes related to the Platform
• Create derivative works based on Consultant Information
• Sublicense these rights to third parties for the purpose of operating and promoting the Platform

3.2 Right to Review, Edit, and Delete

Cruxi reserves the right, in its sole discretion, to:

• Review all Consultant Information before publication and at any time thereafter
• Edit, modify, or reformat Consultant Information for display, clarity, consistency, or compliance purposes
• Reject, remove, or delete any Consultant Information that Cruxi deems inappropriate, inaccurate, misleading, violates these Consultant Terms, or for any other reason
• Suspend or terminate your consultant account and remove your profile from the Platform at any time, with or without cause or notice

3.3 No Right to Approve

You acknowledge that you have NO RIGHT to review, approve, or control how Cruxi uses, displays, or publishes your Consultant Information, except as may be required by applicable law. Cruxi may use Consultant Information in any manner it deems appropriate, subject only to applicable legal restrictions.

4. Consultant Responsibilities and Warranties

4.1 Accuracy of Information

You represent and warrant that:

• All Consultant Information you provide is ACCURATE, CURRENT, COMPLETE, AND TRUTHFUL
• You have the right and authority to provide Consultant Information and grant the licenses set forth herein
• Consultant Information does not infringe upon any third-party rights, including intellectual property, privacy, or publicity rights
• You will promptly update Consultant Information if it becomes inaccurate or outdated
• You will not provide false, misleading, or fraudulent information

4.2 Professional Standards

You agree to:

• Maintain all necessary licenses, certifications, and qualifications required to provide regulatory consulting services
• Comply with all applicable FDA regulations, professional standards, and ethical guidelines
• Provide professional, competent, and ethical consulting services to clients
• Maintain appropriate professional liability insurance
• Not engage in any conduct that would harm Cruxi's reputation or the Platform

4.3 Use of Platform

You agree to use the Platform only for lawful purposes and in accordance with these Consultant Terms. You agree not to:

• Use the Platform to solicit clients outside of the Platform in violation of any agreements
• Circumvent or attempt to circumvent Platform features or restrictions
• Interfere with or disrupt the Platform or other consultants' use of the Platform
• Use automated systems to access or interact with the Platform without authorization
• Impersonate any person or entity or misrepresent your affiliation with any person or entity

5. No Responsibility for Consultant Services or Mistakes

5.1 Consultant Services Are Independent

CRUXI IS NOT RESPONSIBLE FOR ANY CONSULTING SERVICES YOU PROVIDE TO CLIENTS, ANY ADVICE YOU GIVE, ANY WORK PRODUCT YOU DELIVER, OR ANY MISTAKES, ERRORS, OMISSIONS, OR NEGLIGENCE ON YOUR PART. You are solely responsible for all services you provide to clients, whether such services are arranged through the Platform or otherwise.

5.2 No Endorsement or Warranty

Cruxi does not endorse, recommend, warrant, or guarantee:

• Your qualifications, expertise, or ability to provide consulting services
• The quality, accuracy, or completeness of any services you provide
• The outcome or results of any work you perform
• Your compliance with applicable laws, regulations, or professional standards

5.3 No Liability for Consultant Actions

CRUXI SHALL NOT BE LIABLE FOR ANY ACTS, OMISSIONS, ERRORS, NEGLIGENCE, MISCONDUCT, OR MISTAKES BY YOU, INCLUDING BUT NOT LIMITED TO:

• Incorrect regulatory advice or guidance
• Errors in regulatory submissions or documentation
• Failure to meet professional standards or ethical guidelines
• Breach of client confidentiality
• Violation of applicable laws or regulations
• Any damages, losses, or liabilities suffered by clients or third parties as a result of your services

5.4 Indemnification

You agree to DEFEND, INDEMNIFY, AND HOLD HARMLESS Cruxi, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Platform
• Any consulting services you provide to clients
• Any mistakes, errors, omissions, negligence, or misconduct on your part
• Any violation of these Consultant Terms
• Any violation of applicable laws, regulations, or professional standards
• Any infringement of third-party rights
• Any claims by clients or third parties related to your services

6. Client Relationships

6.1 Direct Relationship

Any engagement, contract, or relationship between you and a client is a DIRECT RELATIONSHIP between you and the client. Cruxi is not a party to any such engagement or contract. You are solely responsible for:

• Negotiating and executing contracts with clients
• Delivering services to clients
• Collecting payment from clients
• Resolving disputes with clients
• Complying with all terms of your agreements with clients

6.2 No Guarantee of Clients

Cruxi does not guarantee that you will receive any clients, quote requests, or business opportunities through the Platform. The Platform is provided "as is" and Cruxi makes no representations or warranties regarding the number of clients, quote requests, or business opportunities you may receive.

7. Platform Fees and Payments

7.1 No Platform Fees

Currently, Cruxi does not charge consultants any fees for listing on the Platform or for receiving quote requests. However, Cruxi reserves the right to implement fees in the future with at least 30 days' notice.

7.2 Client Payments

All payments for your consulting services are made directly between you and your clients. Cruxi is not involved in payment processing, escrow, or any financial transactions between you and clients. You are solely responsible for invoicing, collecting, and managing payments from clients.

8. Termination

8.1 Termination by You

You may terminate your consultant account at any time by contacting Cruxi or through your account settings. Upon termination, Cruxi may continue to display your Consultant Information for a reasonable period as necessary to wind down operations, but you may request immediate removal.

8.2 Termination by Cruxi

Cruxi may suspend or terminate your consultant account immediately, without prior notice or liability, for any reason, including but not limited to:

• Violation of these Consultant Terms
• Providing false, misleading, or inaccurate information
• Engaging in fraudulent, illegal, or unethical conduct
• Complaints from clients or third parties
• Any other reason deemed necessary by Cruxi in its sole discretion

8.3 Effect of Termination

Upon termination, your right to use the Platform as a consultant will immediately cease. However, the licenses granted to Cruxi in Section 3 shall survive termination to the extent necessary for Cruxi to remove your information from the Platform and for any historical records or legal compliance purposes.

9. Disclaimers and Limitations of Liability

9.1 Platform Disclaimer

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CRUXI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 Limitation of Liability

IN NO EVENT SHALL CRUXI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE PLATFORM OR INABILITY TO USE THE PLATFORM.

9.3 Maximum Liability

IN NO EVENT SHALL CRUXI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

10. Intellectual Property

10.1 Your Content

You retain ownership of your Consultant Information, subject to the licenses granted to Cruxi in Section 3. You represent and warrant that you have all necessary rights to grant such licenses.

10.2 Cruxi's Intellectual Property

The Platform and all content, features, and functionality (excluding your Consultant Information) are owned by Cruxi and are protected by copyright, trademark, and other intellectual property laws. You may not use Cruxi's intellectual property without prior written consent.

11. Privacy and Data

Your use of the Platform is also governed by Cruxi's Privacy Policy. By registering as a consultant, you consent to Cruxi's collection, use, and disclosure of your information as described in the Privacy Policy. You acknowledge that information you provide may be displayed publicly on the Platform.

12. Modifications

Cruxi reserves the right to modify these Consultant Terms at any time. Material changes will be communicated via email or Platform notification at least 30 days before taking effect. Continued use of the Platform after such modifications constitutes acceptance of the updated terms. If you do not agree with the modifications, you must discontinue use of the Platform and may terminate your consultant account.

13. Governing Law and Dispute Resolution

These Consultant Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to conflict of law principles. Any disputes arising from these Consultant Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, except where prohibited by law.

14. Contact Information