Terms & Conditions
Last Updated: September 21, 2017
1. Contractual Relationship
Acceptance of Terms
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING, DOWNLOADING OR USING THE SITE OR THE SERVICES, YOU AGREE TO BECOME BOUND BY THE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SITE OR THE SERVICES. IN THESE THERMS, THE WORD “INCLUDING” and “INCLUDE” MEAN “INCLUDING, BUT NOT LIMITED TO.”
Your access and use of the Services constitutes your agreement to be bound by the Terms, which establishes a contractual relationship between you and the Company. The Services can only be accessed and used by you under the Terms described below.
Modification of Terms
Company may, in its sole discretion, modify the Terms at any time effective upon posting of the modified Terms on the Site or Apps, with or without additional notice to you. You are responsible for regularly reviewing information posted on the Site or Apps to obtain timely notice of such changes, and if you do not agree to the Terms as amended, you agree to immediately stop using the Services.
YOUR CONTINUED USE OF THE SERVICES AFTER A MODIFICATION OF THE TERMS MEANS YOU ACCEPT AND AGREE TO BE BOUND BY THE MODIFIED TERMS.
These Terms expressly supersede prior agreements with you. The Company may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
2. The Services
The Services constitute a technology platform that enables users of the Company’s mobile applications or websites provided as part of the Services to arrange, schedule and pay for the services, time, help, advice, recommendations and/or consulting services of other users on the platform as well as with third party providers of such services (each such arrangement a "Transaction"), including independent third party providers under agreement with the Company or certain Company’s affiliates (“Third Party Providers”). Unless otherwise agreed by the Company in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT PROVIDE HELP, ADVICE, RECOMMENDATIONS OR CONSULTING SERVICES. Users are solely responsible for all Transactions occurring through their Account (as defined below).
You also acknowledge and agree that other users on the platform and/or experts are neither employees nor agents of Company, and that the Company assumes no responsibility for any act or omission of any user and/or expert. A user can use the Services and pay for it or can use the Services to get paid to provide his/her service.
Subject to your compliance with these Terms, the Company grants to you a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to: (i) access and use the Services on your personal device solely in connection with your use of the Services and in accordance with the Terms; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by the Company and the Company’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by the Company; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Users may not contact each other to make offers to buy or sell Transactions outside of Services. Also, Users may not use information obtained from Services or any systems of Services to contact each other about buying or selling Transactions outside of Services.
Users are liable for fees arising out of all Transactions made using some or all of Services, even if Transaction terms are finalized or payment is made outside of Service.
Users are also liable for final value fees if they offer or reference their contact information, or ask for a User’s contact information, in the context of buying or selling Transactions outside of Services.
Users may be subject to a range of actions, including limits of your buying and selling privileges, restrictions on account features, suspension of your account, application of fees, and recovery of our expenses in policy monitoring and enforcement.
Third Party Services and Content
The Services and all rights therein are and shall remain the Company’s property or the property of the Company’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner the Company’s names, logos, product and service names, trademarks or services marks or those of the Company’s licensors.
3. Your Use of the Services
User Accounts, Affirmation, Conduct and Use
- In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). By registering as a user, you represent, warrant and agree that:
- You are 18 years of age or older or are a validly organized entity and are otherwise capable of entering into a legally binding contract; you are authorized to register as a user or are authorized to represent the person registering; and you are authorized to sign the registration form, whether on the behalf of yourself or the person for whom you are registering.
- All information included on your registration form is true, accurate and complete as of the date of your registration, and you shall take all necessary steps to ensure that the information remains true, accurate and complete.
- You are solely liable for all conduct, posts and other transmissions made under your account.
- You are solely responsible for verifying the identity, qualifications, credentials, biographic information, licenses and all other information you deem relevant of another user and/or expert.
- Company is not a party to any Transaction; all Transactions are solely between you and the relevant user and/or expert.
- Company is not responsible for verifying another user and/or expert’s identity, qualifications, credentials, biographic information, licenses, or any other information relating to another user and/or expert.
- Company cannot and does not influence in any way the quality, relevance or accuracy of any advice given by another user and/or expert, and Company does not determine whether another user and/or expert’s services are properly categorized or whether any information posted on the Services or any information transmitted on or through the Services is accurate, relevant or appropriate.
- You hereby grant to Company an unlimited, perpetual, royalty-free license to use, reproduce, edit, copy, transmit, distribute and create derivative works from, all information posted, transmitted or delivered on or through the Services by you.
- All paid interactions between you and another user and/or an expert will be billed through the Services. You agree to abide by the pricing terms of all Transactions and to pay to Company all fees owing to it in respect of a Transaction.
- You shall take no action that might undermine, disrupt or manipulate the integrity of the Services’ users and expert rating system. Company also reserves the right to exclude from the Services, in its sole discretion and without any explanation, ratings that may compromise the integrity of the rating system.
- You agree not to misrepresent yourself or create a misleading name or listing on the Services.
- You will not provide or attempt to provide any service that you are not qualified to provide, even if requested to do so by another user. You shall not answer questions posed on or through the Services that are not within your field of expertise and you will not mislead other users to believe that you can provide a service outside of your field of expertise.
- You agree not to provide without proper licensure any legal or medical advice, or any other advice or information which may only be lawfully rendered or provided by a licensed professional in such field.
- You will not offer or provide advice, directly or through writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or any report or analysis concerning securities.
- You shall at all times provide correct and accurate representations of your skills, degrees, qualifications, background and other information in connection with your use of the Services and shall maintain and update all such information to keep it true, accurate, current and complete.
- You will not transmit, upload, email, post or otherwise make available on or through the Services: (i) any unlawful, harassing, libelous, privacy invading, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material; or (ii) any junk mail, spam, or any other unsolicited email or bulletin board posting.
- You will not interfere with, disrupt, or attempt to interfere with or disrupt, any servers, networks or other equipment connected to or associated with the Site.
- You will comply with the Terms and any other agreement or instruction conveyed by Company to you in respect of your use of the Services.
- You will not violate, and you will not encourage the violation of, any law, statute, ordinance, rule, or regulation through your use of the Services.
- You will not transmit, upload, email, post or otherwise make available: (i) information that infringes upon the rights of a third party, including, but not limited to, intellectual property rights; (ii) third party advertisements of any kind; or (iii) software viruses or any malicious application or code.
- The Services can be used to facilitate the transfer of data between users and experts. When accessing such transferred data, it is your responsibility to determine that it is free of viruses or other malware.
- You will not impersonate any person or entity or make false statements regarding your employment, agency or affiliation with any person or entity.
- You shall not stalk, threaten or harass any expert or user of the Services or infringe upon or attempt to infringe upon an expert or Site user’s privacy.
- You acknowledge and agree that your Transactions with Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Transaction. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your Transactions. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) associated with your Transacation. You acknowledge and agree that you also possess all necessary degrees, training, certificates, certification, diplomas, and qualifications that meets the requirements of all applicable laws and the regulations attached with your profession to provide your Transactions.
- Company may, in its sole and absolute discretion, refuse to post, transmit or remove any Services user’s content or remove any Services content violating the Terms. Services users shall bear all risk associated with uploading and transmitting data to the Services, including any risk of reliance on such data’s accuracy, reliability or legality by a third party.
By creating an Account, you agree that the Services may send a text message to the phone number you provided in the Account creation process, for purposes of confirming your ownership of this number. Under no circumstances will the Company use your number for marketing purposes or provide your number to a third party for such purposes.
The Company may, in the Company’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that the Company establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by the Company; (iii) may be disabled by the Company at any time for any reason without liability to the Company; (iv) may only be used pursuant to the specific terms that the Company establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. The Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that the Company determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
User Provided Content
The Company may, in the Company’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to the Company through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property; however, by providing User Content to the Company, you grant the Company a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and the Company’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant the Company the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor the Company’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by the Company in its sole discretion, whether or not such material may be protected by law. The Company may, but shall not be obligated to, review, monitor, or remove User Content, at the Company’s sole discretion and at any time and for any reason, without notice to you.
Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data, phone plan and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
User Name and Password
When you create an Account, you will be asked to create a user name, password and phone number. It is your responsibility to maintain the confidentiality of this information and all other security information relating to your account. You may only have one registered account on the Services, and you agree not to use the account of any other person. In addition, if you become aware of any unauthorized use of your account or of any other breach of your account’s security, you agree to notify Company promptly. You are responsible for all activities occurring on or through your account on the Services. You are encouraged by Company to change your password at least once every other month or whenever you suspect that your password has been compromised. Company disclaims all liability for any loss incurred by a user as a result of a third party using that user’s account, either with or without such user’s knowledge. You shall be solely responsible for any loss incurred by Company due to the unauthorized access of your account.
4. Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED "AS IS" AND, TO THE DEGREE PERMISSIBLE BY LAW, WITH NO WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED. THE COMPANY DOES NOT EVALUATE OR GUARANTEE THE ACCURACY OR SUCCESS OF ANY ANSWERS, ADVICE OR TRANSACTIONS GIVEN THROUGH OR FOUND ON THE SERVICES BY ANOTHER USER AND/OR EXPERT OR OTHERWISE. THE COMPANY EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THE SERVICES PROVIDED OR VERIFY THAT SUCH SERVICES ARE FREE FROM BIAS, DEFECTS, ERRORS, EAVESDROPPING OR LISTENING. THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE QUALITY OF INFORMATION OR FOR THE AUTHENTICATION OF ANY INFORMATION OR OTHER SERVICES GIVEN BY USERS AND/OR EXPERTS ON OR THROUGH THE SITE.
YOUR CONTINUED USE OF THE SERVICES SIGNALS YOUR ASSENT TO THE TERMS OF THIS DISCLAIMER. YOU AGREE THAT ANY USE YOU MAKE OF THE INFORMATION, ADVICE OR OTHER SERVICES OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN RISK AND THAT THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS RESULTING FROM ANY SUCH RELIANCE. BY RECEIVING HELP OR COMMUNICATING WITH ANOTHER USER AND/OR EXPERT ON THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR AND DOES NOT GUARANTEE ANY INFORMATION THAT YOU DO OR DO NOT RECEIVE THROUGH THE SERVICES. YOU AGREE TO HOLD THE COMPANY HARMLESS FROM ANY AND ALL LOSS, INJURY, OR DAMAGES WHATSOEVER ARISING OUT OF OR RESULTING FROM YOUR SUBMISSION OF A QUESTION ON THE SITE OR YOUR USE OF, OR RELIANCE ON, ANY RESPONSE THERETO.
Reliance on Information
Users, experts or other third parties may send you information through the Services, including financial or health information. You understand that any such information is provided for informational purposes only, and that you should not rely on such information without first verifying it with a qualified professional.
In addition, the Services may include a platform which allows users to pose questions, call and communicate through a personal device which allows other users and/or experts to take their time to answer those questions for a fee, which answers may or may not be generally viewable by other users. COMPANY DOES NOT WARRANT THE VALIDITY, ACCURACY, OR AVAILABILITY OF ANY CONTENT OR THE ADVICE PROVIDED BY ANOTHER USER AND/OR EXPERT THROUGH SUCH A PLATFORM AND SHALL NOT BE LIABLE FOR ANY DAMAGES SUSTAINED BY USERS DUE TO THEIR RELIANCE ON ANY SUCH INFORMATION OR ADVICE.
Information furnished by other users and/or experts is intended only for entertainment or general informational purposes. Consulting with an expert through the Services cannot take the place of an in-person meeting with a qualified professional, and you are strongly encouraged to verify all information furnished by experts. Any reliance on any information obtained through the Services is done at your sole risk.
Disclaimer of Warranty
Company does not review, endorse, evaluate, warrant or guarantee any user and/or expert’s qualifications, expertise or background or any opinion, advice, prediction, recommendation, information or other service provided by another user or expert. Nothing contained in these Terms, on the Services, or otherwise provided by the Company shall be considered to be a referral, endorsement, verification, warranty or guarantee in respect of another user and/or an expert; the Services; any opinion, response, advice, prediction, recommendation, information or other service provided by an expert or otherwise made available on the Services; or the validity, accuracy, completeness, safety, legality, quality or applicability of any content or anything otherwise said, written or otherwise communicated by another user and/or expert or contained in or made available on the Services.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ITS CONTENT ARE PROVIDED "AS IS", AND CONSEQUENTLY YOU SHALL NOT HAVE ANY CLAIM OR DEMAND AGAINST COMPANY, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES OR AGENTS WITH RESPECT TO THE SERVICES OR ANY USER AND/OR EXPERT. THE USE OF THE SERVICES IS AT YOUR SOLE RISK. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SECURITY, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT.
Company disclaims all representations and warranties related to information posted or transmitted by experts. If you decide to rely on information provided by an expert, it is recommended that you do so with great care. You shall not have any claim or demand against Company, its affiliates, or any of their officers, directors, shareholders, members, employees, or agents with respect to any service or advice you receive, use or rely on.
Company shall not be deemed to be the provider of any expert services or of any information acquired through the Services. The purchase of the Services is entirely at your sole risk. Company shall not be obligated to enforce any Transaction, including any fees owed by any party relating to or arising out of a Transaction. The User is solely responsible for his or her Transaction with a user and/or an expert.
If there is a dispute relating to or arising out of a Transaction or other expert interaction on or through the Services, you hereby relieve Company, its affiliates, their respective officers, directors, shareholders, members, employees and agents from all actions, claims and demands and from any and all damages (including incidental and consequential damages), loss, costs or expenses, including, without limitation, attorneys' fees, which you may have against such parties.
Limitation of Liability
YOU UNDERSTAND AND AGREE THAT COMPANY, ITS AFFILIATES, AND ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE). YOU FURTHER UNDERSTAND AND AGREE THAT (1) COMPANY, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES AND AGENTS' TOTAL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS AND ANY AND ALL USE OF THE SITE WILL NOT EXCEED THE LESSER OF (A) THE AMOUNT OF MONEY PAID BY YOU TO OTHER USERS AND / OR EXPERTS THROUGH THE SITE IN THE ONE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM AROSE AND (B) $100; AND (2) COMPANY DISCLAIMS ALL LIABILITY IN RESPECT OF ANY CLAIM, SUIT OR ACTION BROUGHT BY AN EXPERT IN CONNECTION WITH YOUR PAYMENT FOR SERVICES, AND YOU AGREE TO INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS IN CONNECTION WITH ANY SUCH CLAIM. THESE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT OR OTHERWISE AND WITHOUT REGARD TO THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR NEGLIGENCE.
This section shall survive termination or expiration of the Terms.
5. Payment, Services Fees & Payment Processing Services
Users shall ensure that all of their payment information presented by them on the Services is complete, accurate and up-to-date, and that Users is authorized to pay for Services with such payment information.
User is solely responsible for paying all fees incurred through the use of the Services, including each Transaction associated with such User’s account. User is also responsible for reimbursing Company for any expenses incurred by Company while collecting fees, including but not limited to any fees resulting from the use of a User of incorrect credit card information or fees incurred under a User’s account that are wrongfully disputed. If a payment method is invalid and a User incurs any past due amounts, Company may charge the User (using the payment information associated with the User’s user account) for any past due amounts (including any taxes and late fees) until such amounts are paid in full. Each User expressly authorizes the payment of all Transaction fees occurring under the User’s account using the payment information associated with the User’s account.
Company will use commercially reasonable efforts to process payments due from a user according to the terms and price agreed upon between a user and another user and/or expert within seven (7) business days from the applicable performance date of each Transaction. Due to the payment processes of debit and credit cards, there may be delays in processing charges. Charges incurred over multiple days may be consolidated and charged as a single charge to the User. Consequently, Users should not rely solely on posted charges when tracking their usage of the Services.
Users must report all cases in which they were billed by another user and/or expert directly (i.e. not through the Services or Company). Such reports must include a description of the other user and/or expert’s services and the price of such services.
Transaction fees are charged on a “per second” basis, as measured by the Service’s servers. Charges are rounded up to the nearest second. Company’s billing software is not error free; consequently Company shall not be liable for any payment problems or miscalculations or malfunctions in processing payments of Transaction fees.
While Users are solely responsible and liable for all uses of the Services (including, but not limited to, the selection of experts, communications with experts and any expert fee arrangements), and while Users assume the risk that communications with an expert may not address a their questions or otherwise be satisfactory, relevant or acceptable to them, Company from time to time may, in its sole discretion, decide to refund Transaction fee payments to Users. To submit a refund request, please submit a request to the Company through the Services.
Users can decide at any time to provide their time, help, advice, recommendations and/or any other consulting services on the platform and get paid for it. The Company retains 20% of the Transaction fee paid by a user to another user and/or expert providing their time, help, advice, recommendations and/or any other consulting services in order to provide the Services plus a one-time $0.60 transaction fee for the initial connection. The Company can decide to change at any time the percentage that is retained to those users by communicating it in its Services.
Payment Processing Services
Payment processing services for users are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to the Terms or continuing to operate as a user on the Services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the Company enabling payment processing services through Stripe, you agree to provide the Company accurate and complete information about you and your business, and you authorize the Company to share it and transaction information related to your use of the payment processing services provided by Stripe.
In the event the Company elects to operate a referral program and you participate in it, you shall be subject to any terms and conditions relating to the referral program.
The Services may contain links or content related to third-party websites, products or services (“Third-Party Content”). Company does not control such Third-Party Content, or any information provided or transmitted thereon or otherwise provided by a third party. The User acknowledges and agrees that Company is not responsible or liable for any Third-Party Content or the business practices or privacy practices related thereto. The User warrants and agrees that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Third-Party Content. User should be aware of when he or she leaves the Services and should review the privacy practices related to all Third-Party Content.
The Services may include advertisements. By clicking on the advertisements, you may be redirected to an advertiser’s website or receive messages, information or offers from the advertiser.
You acknowledge and agree that Company is not liable or responsible for the content, products or services of third-party advertisers. You are solely liable for all communications and transactions with such third-party advertisers.
Modifications and Termination of Services
Company reserves the right to modify or discontinue the Services, with or without notice to you. You agree that Company shall not be liable to you or any third party for any such modification or discontinuance, or for any damages that may result to you or a third party from any discontinuation or interruption.
The Services depend on the software, hardware and communications networks of Company and its contractors and suppliers. Company cannot and does not guarantee that the Services will be uninterrupted or that they will be timely, secure or free from error.
Company, in its sole and absolute discretion, may terminate a user's ability to utilize the Services and prevent a user from using or accessing the Site.
6. Intellectual Property
The Services contains various copyrighted material, trade secrets and proprietary information owned or licensed by Company. The Terms do not grant to you any right to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Site or any material or information appearing on the Services offered by Company (“Intellectual Property”). You may not create any derivative work or technology based upon any Intellectual Property associated with the Services or the Company. Further, you may not sub-license, assign, transfer, sell or make any other commercial use of your Services membership.
You may not adapt or use any Intellectual Property similar to or likely to be confused with those of Company or its licensors, or take any other action that infringes upon or impairs the Company's Intellectual Property rights.
The Company or its licensors solely own all of the Intellectual Property. Additionally, except as otherwise set forth or provided in the Terms, Company or its suppliers retain all ownership rights in and to all content displayed on the Site, including all data transferred or received by a person through the Site. This section shall survive the expiration or termination of the Terms.
Permitted and Required Disclosures
Company may disclose user information including, but not limited to, personal information, transcripts, surveys, and recordings, if Company reasonably believes that disclosure is required by law (such as a court order, subpoena, search warrant, etc. or other legal requirement of any governmental authority); would potentially mitigate Company's liability to a third party; is necessary or appropriate to protect Company’s rights or property, or the rights or property of any other person or entity; is necessary to enforce the Terms (including, but not limited to ensuring payment of Transaction fees); or is required or necessary to deter illegal or fraudulent behavior.
The Company respects the intellectual property of others, and the Company requires that its users and experts do as well. It is the Company’s policy to respond expeditiously to legitimate claims of copyright and other intellectual property infringement. The Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, the Company may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. The Company may terminate access for users of the Services who are infringers.
Notifying Instantgo of Copyright Infringement
To provide notice of an infringement to the Company, you must provide a written communication to the attention of “Site: DMCA Notification Dept.” at firstname.lastname@example.org that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright. In order to review a claim of copyright infringement, the Company needs the following information from you:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a detailed description of where the material that you claim is infringing is located or found on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If the Company removes or disables access to content in response to an infringement notice, it may make reasonable attempts to contact the owner or administrator of the affected content. If your material has been removed and you feel that your material does not constitute infringement, you may provide the Company with a counter notification by written communication to the attention of “DMCA Counter Notification Dept.” at email@example.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.
7. Dispute Resolution
You shall defend, indemnify and hold Company, its affiliates and their officers, directors, shareholders, members, employees, consultants, representatives and agents (collectively, the "Indemnified Parties") harmless from any and all loss, damages (including consequential damages), suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party relating to (1) any breach of any representation, warranty, covenant or agreement made or to be performed by you according to the Terms; (2) your refusal to pay for Services; (3) any content you submit, post or transmit through the Services or that you otherwise provide; (4) your use of the Services; and (5) your participation in a Company referral program. This section shall survive expiration or termination of this Agreement.
Arbitration; Exclusive Forum
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") shall be settled by binding arbitration between you and the Company in Los Angeles, California, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and the Company are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the Company otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. You hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in Los Angeles, California, irrevocably submit to jurisdiction in Los Angeles, California and irrevocably waive and agree not to plead or claim in any such suit, action or proceeding that such suit, action or proceeding has been brought in an inconvenient forum. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Arbitration Rules and Governing Law
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and the Company otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and the Company submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. The Company will not seek, and hereby waives all rights. The Company may have under applicable law to recover, attorneys' fees and expenses if the Company prevail in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, the Company will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the modification-related provisions above, if the Company changes this "Dispute Resolution" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing the Company written notice of such rejection by mail or hand delivery to: Instantgo, Inc. Attn: Dispute Resolutions, 5620 Washington Boulevard, Los Angeles, CA 90016, or by email from the email address associated with your Account to: firstname.lastname@example.org, within thirty (30) days of the date such change became effective, as indicated in the "Last update" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and the Company in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
8. Other Provisions
Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of law principles, except as may otherwise be specifically provided in supplemental terms applicable to your region.
Claims of Copyright Infringement
Claims of copyright infringement should be sent to the Company’s designated agent. Please visit Instantgo's help page at help.instantgo.com to submit your claims.
The Company may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to the Company, with such notice deemed given when received by the Company, at any time by first class mail or pre-paid post to Instantgo Inc., Attn: User Notices – 5620 Washington Boulevard, Los Angeles, CA 90016.
You may not assign these Terms without the Company’s prior written approval. The Company may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of the Company’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, the Company or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The Company’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. Nothing in the Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer 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. The Terms shall be binding upon and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. The Terms (and the policies referenced herein and incorporated herein by reference) constitute the entire agreement between you and Company with respect to the subject matter hereof, and you agree that you have not relied upon any promises or representations by Company with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States are not permitted to use or access the Site. No amendment to these Terms shall be effective unless made in writing. The paragraph headings herein are solely for the sake of convenience and will not be applied in the interpretation hereof. If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.