Last updated: November 13, 2025

These Terms & Conditions (“Terms”) govern your participation as an expert (“Expert”) with InfoFlo, Inc. (“InfoFlo”). By checking the box or otherwise affirmatively agreeing, you acknowledge and agree that you have read, understood, and will abide by these Terms.

“Client” means an InfoFlo customer. “Project” means a Client engagement arranged through InfoFlo.

1. Independent Contractor Status

You participate as an independent contractor, not as an employee, partner, or agent of InfoFlo. You are not entitled to employee benefits, and you may not hold yourself out as representing InfoFlo or any InfoFlo client. You remain solely responsible for taxes, filings, and compliance with your own obligations.

2. Professional Standards and Conflicts

You must act in good faith, in a professional manner, and in compliance with all applicable laws. You agree to decline or discontinue any project that:

• Would breach your obligations to a current or former employer, client, or other third party,

• Would present a conflict of interest, or

• Would involve disclosure of information you are not authorized to share.

You may not:

• Disclose material non-public information (“MNPI”) or other confidential or proprietary information,

• Consult on accounting/financial issues relating to an employer you worked for within the past year,

• Consult about any company you currently audit or have audited within the past three years,

• Participate if you are involved in an IPO, tender offer, or restricted transaction affecting the subject company,

• Provide legal, accounting, or investment advice, including recommending or rating securities.

3. Confidentiality of Client and InfoFlo Information

You must not disclose, use, or attempt to benefit from any non-public information obtained through InfoFlo, including:

• Client identity and project details,

• Interview transcripts, recordings, or deliverables,

• Any non-public business or trading decisions of Clients.

This includes “Restricted Information,” defined as (i) Client identities, (ii) Client project invitations, materials, or decisions, (iii) any non-public or proprietary information of InfoFlo or its Clients. Your obligations continue after your participation ends. If you are legally compelled to disclose Restricted Information, you will, to the extent lawful, promptly notify InfoFlo and cooperate to seek protective treatment. Upon request, you will promptly return or destroy Restricted Information in your possession.

4. Ownership of Recordings and Content

You understand and agree that InfoFlo (or if applicable, the Client who records their Projects as facilitated by InfoFlo) owns the recordings and transcripts of your participation and has the exclusive right to attribute such recordings to you and to use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such materials in any form or medium, worldwide and in perpetuity.

You waive any rights of approval, compensation, or attribution, except as expressly provided by InfoFlo in your engagement terms.

5. Additional Restrictions

5.1 No Unauthorized Recording or Third-Party Access

You will not record, transcribe, or permit any third party to join, observe, or access any consultation or project session, except with InfoFlo’s prior written consent.

5.2 Disclosure of Financial Interests

To the extent not already reflected in your InfoFlo Network Member Profile, you agree to disclose to InfoFlo 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 potential conflicts of interest for a project. If you are unable or unwilling to make such disclosure, you must decline the project.

5.3 Government Official Restrictions

Most current government officials and government agency officials worldwide are ineligible to participate in the InfoFlo Network. If you are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government-owned or controlled entity, public international organization (e.g., United Nations, World Bank, WHO), 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. You must promptly notify InfoFlo if you become such an official, candidate, or officer.

5.4 Government Official Restrictions

By agreeing to these Terms, you represent that you have not been:

• Convicted of, pleaded guilty to, or admitted committing any criminal offense involving dishonesty or deception (including theft or fraud), or any crime punishable by a term of imprisonment of six months or more;

• Subject to an order, judgment, action, or investigation of any court, regulator, or self-regulatory organization (including SEC, FCA, FINRA, SFC, or similar) relating to securities law violations, fraud, or deceptive practices; or

• Named on any restricted or sanctions lists (including the U.S. SAM.gov Excluded Parties List, OFAC Specially Designated Nationals List, or equivalent maintained by other governments).

If any of these apply to you, or if your status changes, you must promptly disclose the details to compliance@infoflo.com.

6. Payment

Unless otherwise agreed in writing:

• You will be compensated only for time spent on projects approved and arranged through InfoFlo.

• You will not be compensated for preparation time or follow-up outside the arranged project.

• Payment will be made through InfoFlo’s designated payment system.

• You are solely responsible for reporting and paying all applicable taxes.

• You will provide requested tax/KYC information. InfoFlo may reasonably withhold or delay payment during a good‑faith dispute, where compliance attestations are incomplete, or while investigating a suspected breach of these Terms.

7. Non-Solicitation

For one year following your last project with a Client, you may not knowingly solicit or accept engagements directly from that Client, except through InfoFlo or with InfoFlo’s written consent. This restriction does not apply where you had a documented pre-existing relationship with the Client prior to InfoFlo’s introduction.

8. Compliance Attestations

Annual Compliance: You must annually confirm your agreement to these Terms, certify that you will not disclose MNPI, and confirm that your profile information is accurate.

Per-Project Compliance: Before each project, you will be required to attest that you (i) are not restricted from participating, (ii) will not disclose MNPI, and (iii) consent to recording and transcription.

9. Background Checks & Client Disclosures

You authorize InfoFlo to verify your identity and employment history using reputable providers, in accordance with applicable law. Clients may be required by policy or law to disclose limited details of sessions (e.g., your name and fees).

10. Indemnification

You will indemnify and hold harmless InfoFlo and Clients against any claims, losses, or liabilities arising from your breach of these Terms, including disclosure of MNPI or other unauthorized information.

11. Limitation of Liability

InfoFlo shall not be liable to you for incidental, consequential, punitive, or special damages, even if advised of the possibility. InfoFlo’s aggregate liability arising out of these Terms shall not exceed the fees paid to you for the specific project giving rise to the claim.

12. Termination

InfoFlo may suspend or terminate your participation at any time. You may withdraw at any time by notice, subject to completing ongoing projects.

13. Governing Law and Arbitration

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Any dispute arising under these Terms shall be finally resolved by binding arbitration administered by JAMS in New York City, in English, before a single arbitrator. Each party shall bear its own legal costs. Class or representative actions are not permitted.

14. Code of Conduct

You agree to abide by InfoFlo’s Network Member Code of Conduct, as updated from time to time. Failure to comply may result in suspension or termination. Material updates to the Code of Conduct or these Terms will apply prospectively following notice by email or in‑product message; continued participation after notice constitutes acceptance.

15. Entire Agreement

These Terms, together with InfoFlo’s Privacy Policy, constitute the entire agreement between you and InfoFlo regarding your participation as an Expert and supersede all prior agreements. All notices or other communications required or permitted under these Terms must be in writing. Notices to InfoFlo shall be sent to legal@infoflo.com.

By affirmatively accepting, you represent that you have read and agree to these Terms.