Users who enter into a Research Contract on the Site with another User are free to agree to these Optional Service Terms in whole or in part, or to agree to different or additional terms for their Research Contract(s).

However, if and to the extent that the Users who are party to a Research Contract have not agreed to different terms, then they agree to incorporate these Optional Terms.

Users may not, by agreement amongst themselves, alter the rights or responsibilities of OSINT Central, our affiliates or our service providers, including any provision of the Escrow Instructions, or agree to any terms that would violate the Terms of Service. Neither OSINT Central, nor any affiliate or service provider of OSINT Central is a party to any Research Contract by or between Users regardless of whether these Optional Terms are incorporated.

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Research Contracts with each other. The Optional Service Terms is a sample only, which may not be appropriate for all Research Contracts and which may be adjusted and added to as Users deem appropriate. Users choose whether to use the Optional Service Terms in whole or in part.

Table of Contents

1. Parties

Sponsor and Researcher identified on the Site under the Research Contract are the parties to the Research Contract. The address of each party is the address entered under the tax information on the Site. OSINT Central is not a party to the Service Contract.

2. Services

Sponsor and Researcher agree that the Researcher is performing services as an independent contractor and that Researcher is not an employee or agent of Sponsor. Researcher will perform the Research Services in a professional and workmanlike manner and will timely deliver results.

The manner and means of performing the Research Services will be determined and controlled solely by Researcher, which is engaged by Sponsor as an independent contractor.

The terms concerning the services to be performed under the Research Contract described on the Site form part of the Research Contract. Users agree that, once accepted, the terms of the Research Contract cannot be modified by a User without obtaining the consent of the other before making changes to the Research Contract, including by adding additional or different milestones, by closing a Research Contract, or making other changes to the Research Contract on the Site.

If consent of the other party is not first obtained, the other party may reject such changes by terminating the Research Contract or accept such changes by continuing to work on the Research Contract.

3. Responsibility for employees, subcontractors, including agency members

If a User subcontracts with or employs third parties to perform Research Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations.

Further, at all times a User that agreed to perform services under a Research Contract remains responsible for the quality of the services and represents and warrants that User has entered into agreements with any such employees and subcontractors on confidentiality and intellectual property at least as strong as those in these Optional Service Terms.

4. Sponsor payments and billing

Researcher agrees to deliver Work Product that best fits the request by Sponsor under the Research Contract.

5. Termination of a Research Contract

Under Research Contracts, once a Sponsor’s Payment Method has been charged to fund the escrow account for the Engagement, absent a full refund to Sponsor by Researcher, the Research Contract does not terminate until the Research Services are completed.

However, either Sponsor or Researcher has the right to terminate a Research Contract at any time with the consent of the other party or in the event of a material breach.

If a Research Contract is terminated, Sponsor does not have the right to recover any payments already released to Researcher from the escrow account for the Engagement.

6. Intellectual property rights

6.1 Third-party rights

Researcher represents and warrants that Researcher will not incorporate or use the materials of any third party including those of any other sponsor, researcher, client, or any employer, in performing the Research Services that are not generally available for use by the public or have not been legally transferred to the Sponsor.

6.2 Sponsor Materials

Sponsor grants Researcher a limited, non-exclusive, revocable (at any time, at Sponsor’s sole discretion) right to use the Sponsor Materials as necessary solely for the performance of the Research Services under the applicable Research Contract.

Sponsor reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Sponsor Materials.

Upon completion or termination of the Research Contract, or upon Sponsor’s written request, Researcher will immediately return all physical Sponsor Materials to Sponsor and further agrees to destroy all digital copies of Sponsor Materials and Deliverables contained in or on Researcher’s premises, systems, or any other equipment or location otherwise under Researcher’s control.

Within ten days of such request from Sponsor, Researcher agrees to provide written certification to Sponsor that Researcher has returned or destroyed all Sponsor Materials and Work Product as provided in this subsection.

6.3. Ownership of Work Product and Intellectual Property Rights

Upon Researcher’s acceptance of closing of the contract after receiving payment from Sponsor, the Work Product, will be the sole and exclusive property of Sponsor, and Sponsor will be deemed to be the author thereof.

If Researcher has any Intellectual Property Rights to the Work Product that are not owned by Sponsor upon Researcher’s acceptance of closing of the contract after receiving payment from Sponsor, Researcher hereby automatically irrevocably assigns to Sponsor all right, title and interest worldwide in and to such Intellectual Property Rights.

Except as set forth above, Researcher retains no rights to use, and will not challenge the validity of Sponsor’s ownership in, such Intellectual Property Rights.

Researcher hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.

7. Confidential Information

7.1 Confidentiality

To the extent a Sponsor or Researcher provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will:

1. not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information;
2. not use or permit the use of another’s Confidential Information, except as necessary for the performance of Research Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Researcher); and
3. limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Research Services.

The obligation to keep the Confidential Information secret and not to use, disclose or divulge to a third party any Confidential Information shall not apply to information of which disclosure is required by law or by any authority.

7.2 Return

If and when Confidential Information is no longer needed for the performance of the Research Services for a Research Contract or at Sponsor’s or Researcher’s written request (which may be made at any time at Sponsor’s or Researcher’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.

The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.

7.3 Publication

Without limiting Section 7 (Confidentiality), Sponsor and Researcher will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Research Services for a Research Contract.

8. Definitions

The following capitalized terms have the following meanings:

“Confidential Information” means Sponsor Deliverables, Researcher Deliverables, Work Product, and any other information provided to, or created by, a User for a Research Contract or to perform or assist in performing Research Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that:

1. is generally known by third parties as a result of no act or omission of Researcher or Sponsor;
2. subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information;
3. was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or
4. was independently developed by User without use of another person’s Confidential Information.

“Engagement” means an engagement for Research Services that a Researcher provides to a Sponsor under a Research Contract on the Site.

“Escrow Instructions” means the Research Contract Escrow Instructions.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Research Contract” means the contractual provisions between a Sponsor and a Researcher governing the Research Services to be performed by a Researcher for Sponsor for an Engagement, for which Sponsor has indicated and Researcher has accepted a maximum achievable reward.

“Researcher” means any person who entered into a Research Contract to perform Research Services for a Sponsor.

“Researcher Deliverables” means requests, intellectual property, and any other information or materials that a Sponsor receives from a Researcher for a particular Research Contract.

“Researcher Fees” means the fee reward awarded by Sponsor to Researcher for delivered results.

“Research Services” means all services performed for or delivered to Sponsors by Researchers.

“Sponsor” means any person who entered into a Research Contract to obtain Research Services from a Researcher.

“Sponsor Deliverables” means requests, intellectual property, and any other information or materials that a Researcher receives from a Sponsor to perform Research Services.

“Sponsor Materials” means requests, intellectual property, and any other information or materials that Sponsor provides to Researcher for Researcher to perform Research Services.

“Work Product” means any tangible or intangible results or deliverables that Researcher agrees to create for, or actually delivers to, Sponsor as a result of performing the Research Services, including, but not limited to, documents, pictures, reports, data files, or other information gathered in connection therewith.