This Agreement contains all of the terms and conditions between Company ("Expertunity") and you ("Users/Experts and/or any other user") and governs the use of the services offered at the Expertunity Web Site (the "Site"). Please read this Agreement before using the Site. Use of the Site constitutes an agreement to all terms and conditions in this Agreement. By using this Site, all users do hereby represent, warrant, understand, agree to and accept all terms and conditions contained herein.
Expertunity provides a directory of Experts
Expertunity is a directory of Experts enabling the connection between Users seeking Experts that provide all types of services. You do hereby represent, understand and expressly agree that Expertunity does not have control over the suitability, reliability, quality, timing, legality, accuracy or any other aspect whatsoever of the services actually delivered by Experts, nor of the integrity, responsibility or any of the actions whatsoever of Users. Due to the nature of the Internet, Expertunity cannot confirm that each Expert or User is who they claim to be. Expertunity does not assume any responsibility for the accuracy or reliability of this information or any information on this Site. Expertunity does not assume and expressly disclaims any liability that may result from the use of this information. Expertunity does not take part in the interaction between Users and Experts. You do hereby expressly agree not to hold Expertunity (or Expertunity's agents, assigns, representatives, advertisers, officers, investors, or employees) liable for any instruction, advice or services delivered which originated through the Site and Expertunity expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown therefrom.
Transactions
Users may seek the services of an Expert through the use of the Site and Experts may submit proposals to Users regarding their services. Once Users accept the terms of the advice and/or service and payment from the Expert and the Expert has accepted the terms of the advice and/or payment from the User, there is a binding contract implicit between the User and the Expert. If there are any issues concerning advice and/or service received by Users or payment due to Experts, Users must deal directly with Experts and vice/versa to resolve any disputes. Expertunity will not be held responsible and expressly disclaims any liability whatsoever for any claims and/or controversies that may arise for any disputes between Users and Experts. By using this Site, you do hereby represent, understand, and expressly agree to hold Expertunity harmless for any claim or controversy that may arise from any disputes between Users and Experts of the Site. Expertunity will use its "best efforts" to monitor User and Expert profiles, actions, comments, and general usage of the Site and suspend privileges to any User or Expert not adhering to policies of the Site. By using this Site, you do hereby agree to report any alleged improprieties of any users therein to Expertunity immediately by notifying Expertunity of the same via electronic correspondence at help@Expertunity.com
Links and Account Information
You do hereby agree to be the sole, authorized user of their account. Should you of this Site authorize any third party to use your account, you do hereby agree to supervise all usage thereof. Expertunity has no control over the use your account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your account, you do hereby agree to contact Expertunity immediately. Links from Expertunity to other Sites on the Web do not constitute the endorsement of Expertunity. These links are provided as an information service only. It is the responsibility of the user to evaluate the content and usefulness of the information obtained from other Sites. Such hyperlinks are provided for reference and convenience only. Expertunity does not control such Web Sites, and is not responsible for their content. Just because Expertunity has hyperlinks to such Web Sites does not mean that Expertunity endorses any of the material on such Web Sites, or has any association with their operators. Users further acknowledge that use of any Web Site controlled, owned or operated by third parties is governed by the terms and conditions of use for those Web Sites, and not by Expertunity’s User Agreement and Privacy Policy. Links to external Web Sites (including external Web Sites that are framed by Expertunity) or inclusion of advertisements do not constitute an endorsement of by Expertunity of such Sites or the content, products, advertising and other materials presented on such Sites, but are for your convenience. You access them at your own risk. Expertunity expressly disclaims any liability derived from the use and/or viewing of links that may appear on this Site. You do hereby agree to hold Expertunity harmless from any liability that may result from the use of links that may appear on the Site.
Release
Because Expertunity is not involved in the actual contact between Users and Experts, in the event that you have a dispute with one or more Users or Experts, you release Expertunity (and our officers, directors, agents, investors, subsidiaries and employees) from claims, demands or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Information Provided by Users and Experts
Users and Experts are responsible for providing accurate, timely and complete information to us in connection with their registration for and use of the Site. Expertunity is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided to us. Users and Experts represent and warrant that they are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that they post or transmit for use on the Site. Users and Experts hereby grant Expertunity an irrevocable, royalty-free, perpetual, non-exclusive worldwide license to use, copy, display, modify, edit, create derivative works from and distribute any information or materials they submit to Expertunity.
Your Information
"Your Information" is defined as any information you provide to us or other users in the registration process, through any e-mail feature, through traditional mail or through any other communication. You are solely responsible for your Information, and we act as a passive conduit for your online distribution and publication of Your Information. With respect to your Information: your Information (or any items or contents listed therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or contain child pornography or, if otherwise adult in nature and harmful to minors; (g) shall not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other partners or suppliers. Solely to enable Expertunity to use the information you supply us with, so we are not violating any rights you might have in that information, you agree to grant us a non-exclusive, worldwide, perpetual;, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in your Information, in any media now known or not currently known, with respect to your Information. Expertunity will only use your Information in accordance with our Privacy Policy.
No Liability
You agree not to hold Expertunity, Expertunity's agents and employees, officers, directors, or participants liable for any advice or services delivered which originated through the Site or otherwise were provided by a User or an Expert. You release Expertunity, Expertunity's agents, officers, directors, and employees from claims, demands and damages (actual or consequential) of every kind and nature, known and unknown, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Indemnification
By agreeing to the terms of the User agreement, you agree to indemnify, defend and hold harmless Expertunity, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries, and affiliates (collectively referred to herein as "Expertunity") from and against any and all claim, loss, expense or demand of liability, including attorneys' fees and costs incurred by Expertunity and Affiliates in connection with any claim by a third party (including an intellectual property claim) arising out of (i) materials and content Users or Experts submit, post or transmit through the Site, or (ii) use of the Site in violation of these Terms of Use or in violation of any applicable law. You further agree that they will cooperate as reasonably required in the defense of such claims. Expertunity and affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any claim or matter without the written consent of Expertunity. You further agree to hold harmless Expertunity and Affiliates from any claim arising from a third party's use of information or materials of any kind that Users post in a Review.
Reviews
A review ("Review") is an evaluation of the service provided by an Expert to a User. Expertunity will examine all reviews and has sole discretion on whether or not to publish reviews. Only positive reviews will be viewable by other Users. Negative or Neutral reviews will be used to assess whether or not an Expert is to remain on the Site. Users agree not to:
Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
Use the Site for any purpose which is in violation of local, state, national or international law.
Advertise or offer to sell any goods or services for any commercial purpose on the Site which are not relevant to the services offered on the Site.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Impersonate another person or allow any other person or entity to use Users or Expert’s identification to post reviews.
Post the same review repeatedly (referred to as 'spamming'). Spamming is strictly prohibited.
Modification of the Terms of this Agreement
Expertunity reserves the right to make changes to this Agreement from time to time. Expertunity shall provide notice to you of any substantive and/or material changes to this Agreement or any policies posted on the Site.
Term of Agreement
This Agreement will become effective immediately upon any use by all users of the Site and shall remain effective unless terminated by either party as provided hereunder. Either party may terminate this Agreement between any user by providing the other with written or email notice of such termination which shall be effective immediately upon delivery of such notice to the other party. Furthermore, Expertunity may terminate this Agreement immediately for any breach of this Agreement or any applicable policy of Expertunity as posted on the Site from time to time. In the event of termination or expiration, the following sections shall survive: Term of Agreement; Intellectual Property Rights; Disclaimer; Limitation of Liability; Notice; and Miscellaneous.
Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively "Proprietary Material") that is viewable on the Site is owned by Expertunity or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Expertunity owns all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. You may not copy, download, use redesign, reconfigure, or retransmit anything from the Site without Expertunity’s prior express written permission. Furthermore, you are not allowed to post or distribute any material that you do not own, or which they do not have permission to use. Violation of this policy may result in copyright, trademark or other intellectual property rights violations, and subject your termination from the use of this Site or civil or criminal penalties. In addition, the Site contains material protected by the domestic and international laws of copyright, patents and other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Expertunity and/or the relevant right holder.
Notice of Trademark Rights
The service marks and trademarks Expertunity and Expertunity logo are service marks owned by Expertunity. Any other trademarks, service marks, logos and/or trade names appearing on the Site are the property of their respective owners. You acknowledge the rights of Expertunity and the respective third parties in those marks. You may not copy or use any of these marks, logos or trade names without the prior written permission of the owner as expressly allowed by these Terms of Use.
Privacy
Expertunity’s Privacy Statement located on its Site as modified by Expertunity from time to time shall govern any disclosure or use of your personal information.
Limited License
Expertunity grants you a nonexclusive, revocable right to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form.
Modifications to the Site
Expertunity reserves the right in its sole discretion to review, improve, modify or discontinue, temporarily or permanently, the Site or any content or information on the Site with or without notice to you. You have the same rights with regard to their self-generated content on the Site. You agree that Expertunity shall not be liable to Users, Experts or any third party for any modification or discontinuance of the Site.
Account, password and security
You are responsible for maintaining the confidentiality of any password and account number provided by you or Expertunity for accessing the Site, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify Expertunity of any unauthorized use of your password or account or any other breach of security.
Disclaimer of Warranties
USER EXPRESSLY AGREES THAT THE USE OF THIS SITE IS AT THE USER'S SOLE RISK. NEITHER EXPERTUNIY NOR ITS AFFILIATES OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THE SITE. THE SITE IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THE COMPANY NOR ITS LICENSORS WARRANT OR GUARANTEE THE TIMELINESS, ACCURACY OR COMPLETENESS OF THE INFORMATION APPEARING ON THE SITE. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO RESULTS OF YOUR USE OF THE INFORMATION. EXPERTUNTY AND AFFILIATES DO NOT WARRANT THAT THE SITE IS FREE FROM VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS. THE COMPANY AND ITS AFFILIATES TAKE REASONABLE MEASURES TO ENSURE THAT THE INFORMATION PROVIDED BY USERS IS NOT DISCLOSED, ONLY TO THOSE SPECIFIED BY USERS. EXPERTUNITY CANNOT AND DOES NOT, HOWEVER, GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY USERS WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. USERS AGREE NOT TO HOLD EXPERTUNITY LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION OR USE OF INFORMATION PROVIDED THROUGH THE SITE. THE COMPANY AND AFFILIATES SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE SITE.
Limitation of Liability
Under no circumstances will Expertunity or its Affiliates be liable to Users or Experts for any indirect, incidental, consequential, special or exemplary damages arising from any provision of this Agreement. Furthermore, the aggregate liability of Expertunity or its Affiliates arising with respect to this Agreement and the Site will not exceed the total amounts paid by Users or Experts in the previous twelve (12) months under this Agreement. Any notice or other communication to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail.
General Provisions
Failure by Expertunity to enforce any provision(s) of this User Agreement shall not be construed as a waiver of any provision or right. These Terms of Use, and all other aspects of use of the Site, shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms of Use or use of the Site, other than action for a specific performance or an injunctive relief brought by Expertunity, shall be exclusively brought in the federal, state or local courts located in Austin, Texas; and, with regard to such claims and disputes, Users hereby irrevocably (i) submit to the exercise of personal jurisdiction over them by these courts, and (ii) waive any jurisdictional, venue or inconvenient forum objections to such courts. These Terms of Use constitute the entire agreement between you and Expertunity with respect to the Site. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms of Use shall remain in full force and effect. These Terms of Use inure to the benefit of Expertunity, its successors and assigns.
Miscellaneous
Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted in accordance with the laws of the State of Texas (excluding any rules governing choice of laws) and any legal proceeding arising out this Agreement will occur in Austin, Texas. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Expertunity and Users and Experts with respect to the subject matter hereof, and Users and Experts have not relied upon any promises or representations by Expertunity with respect to the subject matter except as set forth herein.
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