Research Network Participation Agreement

Totavi Research Network Participation Agreement

‍Effective Date: February 18, 2025

Welcome to the Totavi Research Network! This Agreement outlines the terms and conditions for your participation as a valued member of our network. By joining, you agree to the terms below.
‍
IMPORTANT NOTE: This Agreement contain provisions that limit our liability to you and require you to resolve disputes individually, through final and binding arbitration. That means that you waive any right to have a judge or jury decide your case and that you cannot bring claims in a class action lawsuit (or any similar proceeding). Please see “Limit of Liability” and “Dispute Resolution” below for more information.
‍
About the Totavi Research Network (TRN)

The Totavi Research Network (TRN) is a community of professionals and consultants specializing in financial services, fintech, product management, and payments. As a Participant, you’ll have opportunities to collaborate on research projects through activities such as interviews, surveys, and consultations.

For each project, we’ll provide you with details—such as the scope, format, and compensation—via email or our platform.

Your Responsibilities as a Participant

You confirm and agree to the following:

Eligibility:
• You’re not restricted by employment agreements, contracts, or policies (e.g., confidentiality or non-compete agreements) that would prevent your participation.
• If needed, you’ve obtained any necessary permissions from your employer or other relevant parties.
Professional Conduct:
•   Act in good faith and professionally in all projects.
•   Avoid any conflicts of interest and adhere to all applicable laws.
•   Respect confidentiality and never share proprietary or nonpublic information.
Independent Contractor:
• Your participation is as an independent contractor, not an employee of Totavi or its clients.
• You’ll handle your own taxes and are not entitled to employment benefits.
Confidentiality:
• You will not disclose or misuse any confidential or proprietary information from Totavi, clients, or other third parties.
• Follow all confidentiality guidelines provided for each project
Accuracy:
• Provide accurate and updated information about your qualifications and background.
• Disclose any potential conflicts of interest related to a project.

Code of Conduct
‍
As a Participant, we ask that you adhere to the following principles:

Confidentiality: Keep all project details, client information, and sensitive materials private, including the fact of your participation in the TRN and/or any particular project.
Professionalism: Interact respectfully with Totavi staff, clients, and other participants. Avoid discriminatory, harassing, or inappropriate behavior.
Honesty: Represent your qualifications and experience truthfully.

Project Participation
‍
When participating in projects:

You may not disclose nonpublic information about your current or former employer(s).
If you’re unsure whether you can participate in a project, please decline the invitation or consult Totavi first.
You must not record or allow third parties to join a session without Totavi’s prior approval.

Some projects may be conducted anonymously (“blinded”), where neither you nor the client will know each other’s identities. Even in these cases, maintain confidentiality and professionalism.
‍

Compensation
‍
You’ll be compensated for completed projects at the rate agreed upon before starting. Payments are typically processed within 30 days.

You will provide any tax-relate documentation Totavi needs in order to pay you (e.g., W-9 if applicable).
Ensure your payment and tax details are up to date.
For U.S.-based Participants, Totavi will issue an IRS Form 1099 if required.
Non-U.S. Participants are responsible for complying with their local tax laws.

Data Protection
‍
Your personal data will be handled in accordance with Totavi’s Privacy Policy. By participating, you consent to Totavi using your information to match you with projects and process payments.
‍

Intellectual Property and Content

Totavi owns all right, title and interest in the responses to questions and any other information you contribute in connection with a project (“Contributed Data”). To the extent that ownership of Contributed Data vests in Participant and not Totavi, Participant hereby grants Totavi a worldwide, transferable, sub-licensable, royalty-free, non- exclusive, perpetual and irrevocable license to use, modify, distribute, reproduce, create derivative works from, perform/display, and market Contributed Data for any purpose, including, but not limited to incorporation or implementation of such Contributed Data into a Totavi technology, program, service or product. If you disclose any unsolicited inventions or ideas to Totavi, including but not limited to, technology, products, systems and services, Totavi may use and build upon such information without restriction and on a royalty-free basis. You unconditionally and irrevocably waive, in respect of the Contributed Data, all moral rights which you may now or at any future time be entitled under applicable laws.
Totavi may record or transcribe sessions for quality and client use. You freely accept the use of your image (i.e., video or photos) and voice recording by Totavi for research purposes.
Without your prior consent, Totavi will not publicly disclose that an individual participant provided particular Contributed Data.

Ending Participation
‍
You can leave the TRN at any time by notifying Totavi. Likewise, Totavi reserves the right to end or limit your participation at its discretion.
‍
Limitation of Liability
‍
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY FOR: (A) ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) THE AMOUNT PAID OR OWED BY TOTAVI TO YOU FOR THE 12 MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
‍
Dispute Resolution
‍
The laws of the State of California, excluding conflict of laws rules, will exclusively govern any dispute relating to this Agreement.

Except for the arbitration provisions below, all claims and disputes relating to this Agreement can be litigated only in the federal or state courts in Los Angeles County, California, and you and Totavi each agree to personal jurisdiction in those courts.

Unless you opt out, you and Totavi will resolve all claims relating to this Agreement through final and binding arbitration with the American Arbitration Association (including disputes about these arbitration provisions). The arbitration will be conducted by a single arbitrator under the AAA’s Commercial Arbitration Rules, in the United States county where you live or work, Los Angeles, CA, or any other location we agree to.

You can opt out of arbitration by sending a request to our email below. The email must be marked “LEGAL NOTICE: ARBITRATION OPT OUT” in the subject line and received within 30 days of the date that you agree to this Agreement. You must include all information necessary for us to identify you. Once you opt out, your opt out will remain binding even if we update this Agreement.

Some claims do not have to go to arbitration: claims that qualify for small claims court, lawsuits for injunctive relief and claims of intellectual property infringement.

General
‍
This Agreement constitutes the parties’ entire agreement on the subject matter hereof, and supersedes all prior understandings, agreements, and discussions. It may only be modified in writing signed by both parties. If any provision(s) of this Agreement (or part of any provision) are held unenforceable, this Agreement will continue in full force and effect without that provision or part-provision and the parties will negotiate in good faith to amend this Agreement to reflect the original intent of the parties. Totavi can freely assign any or all of its rights and obligations under this Agreement.

Questions or Concerns?
‍
If you have any questions about this agreement or your participation, please reach out to hello@totavi.com.

Thank you for being part of our network and contributing to meaningful research!

TRN Participation Agreement