Last Updated: June 6, 2017
The “Services” consist of the following, without limitation: EXPERCHAT provides a SERVICE and mobile software application, (“Application”) for users (“Users”) to seek out and request video sessions with Independent Domain Experts ( “Experts” ) in a variety of subject matter fields and additional services that may be added by EXPERCHAT. The term “Users” refers to both Users and Experts.
2. Use of the Services and EXPERCHAT Properties. The Application, the SERVICE, and the Content (collectively, the “EXPERCHAT Properties”) are protected by copyright laws throughout the world. Subject to the Terms, EXPERCHAT grants you a limited license to reproduce portions of the EXPERCHAT Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by EXPERCHAT in a separate license, your right to use any EXPERCHAT Properties is subject to the Terms.
2.1 Application License. Subject to your compliance with the Terms, EXPERCHAT grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced App (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Furthermore, with respect to any Application accessed through or downloaded from the Google Play Store (an “Google Play Sourced Application”), you will only use the Google Play Store Sourced Application (i) on a product that runs Google Android (Google’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Google Play Store Terms of Service.
2.2 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the EXPERCHAT Properties or any portion of the SERVICE, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other EXPERCHAT Properties (including images, text, page layout or form) of EXPERCHAT; (c) you shall not use any metatags or other “hidden text” using the EXPERCHAT name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the EXPERCHAT Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the SERVICE (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the SERVICE for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials) or to record all or any portion of any Expert Sessions; (f) you shall not access the EXPERCHAT Properties in order to build a similar or competitive SERVICE, application or service; (g) except as expressly stated herein, no part of the EXPERCHAT Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the EXPERCHAT Properties. Any future release, update or other addition to the EXPERCHAT Properties shall be subject to the Terms. EXPERCHAT, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the EXPERCHAT Properties terminates the licenses granted by EXPERCHAT pursuant to the Terms.
2.3 Third-Party Materials. As a part of the EXPERCHAT Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for EXPERCHAT to monitor such materials and that you access these materials at your own risk.
3.1 Registering your Account. In order to access certain features of the EXPERCHAT Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the SERVICE (“Account”) using a valid email account.
3.2 Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself (the “Registration Data” ); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the EXPERCHAT Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the EXPERCHAT Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify EXPERCHAT immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or EXPERCHAT has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, EXPERCHAT has the right to suspend or terminate your Account and refuse any and all current or future use of the EXPERCHAT Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. EXPERCHAT reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third-party that a username violates the third-party’s rights. You agree not to create an Account or use the EXPERCHAT Properties if you have been previously removed by EXPERCHAT, or if you have been previously banned from any of the EXPERCHAT Properties.
4. Services. The following terms apply only to Users.
4.1 Scheduling. When selecting and confirming an Expert Session for the Services, you are agreeing to pay the applicable fee associated with that particular Expert (“Fee”). Confirming an order for an Expert Session constitutes a binding legal agreement to pay the Fee in accordance with the terms set forth in this Agreement. You acknowledge that when you confirm an Expert Session and agree to pay the applicable Fee, the Agreement you have formed is with the applicable Expert, and not EXPERCHAT, which is merely providing a service platform for Experts.
4.2 Cancelling Sessions. You may cancel a confirmed order up to twenty-four hours prior to the scheduled start time of the applicable Expert Session without incurring any Fee charges to your Account. In the event that you cancel within twenty-four hours of the scheduled start time, your Account will be charged 25% of the applicable Fee.
4.3 Recording Expert Sessions. You agree that you will not record or use (other than solely for your personal use), redistribute, retransmit or share any portion of any Expert Sessions including, without limitation, posting the Expert Sessions or a portion thereof on any social media site, online or video sharing site, such as YouTube and the like.
4.4 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide EXPERCHAT’s third party payment processor with a valid credit card (Visa, MasterCard, American Express or any other issuer accepted by us) (“Payment Provider”) as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Terms to determine your rights and liabilities. By providing EXPERCHAT’s third party payment processor with your credit card number and associated payment information, you agree that EXPERCHAT is authorized to immediately invoice your Account for all fees and charges due and payable to EXPERCHAT hereunder and that no additional notice or consent is required. You agree to immediately notify EXPERCHAT of any change in your billing address or the credit card used for payment hereunder. EXPERCHAT reserves the right at any time to change its prices and billing methods, either immediately upon posting on the EXPERCHAT Properties or by e-mail delivery to you.
4.5 Expert’s Taxes for Services. EXPERCHAT’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Terms are subject to Sales Tax in any jurisdiction, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify EXPERCHAT for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that EXPERCHAT determines is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax. In the alternative, EXPERCHAT reserves the right in its sole and absolute discretion to collect any sales tax imposed on a sale of Services from you through the payment system described above in this Paragraph 4.4.
4.6 Withholding Taxes. You agree to make all payments of fees to EXPERCHAT free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to EXPERCHAT will be your sole responsibility, and you will provide EXPERCHAT with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
4.7 Refund Policy – We value customer satisfaction and guarantee you a 100% refund if you are not satisfied with your appointment with the Expert. Our only condition for the refund is that you notify us within 48 hours of the completed session to request a refund of the cost of that session.
4.8 Disputes. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be communicated to Experchat’s Customer Service.
5. Expert Services. The following terms apply only to Expert Users.
5.1 Expert Accounts. Users of the Service who possess a valid Account may become Experts by following the directions on the SERVICE, at which time EXPERCHAT may require you to provide additional Registration Data. EXPERCHAT may use certain methods to screen potential Experts in an effort to prevent spam or to prevent repeat abusers of these Terms from creating an Expert Account. EXPERCHAT reserves the right in its sole and absolute discretion to determine whether to permit you to become an expert on the Experchat System. In order to become an expert, you must execute EXPERCHAT’s Independent Consulting Agreement and such other agreements in effect at the time between EXPERCHAT and experts.
6.1 EXPERCHAT Properties. You agree that EXPERCHAT and its suppliers own all rights, title and interest in the EXPERCHAT Properties (including but not limited to, titles, computer code, themes, objects, concepts, artwork, animations, videos, sounds, musical compositions, audiovisual effects, methods of operation, moral rights). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the SERVICE or the EXPERCHAT Properties.
6.2 Trademarks. EXPERCHAT’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the EXPERCHAT Properties are the trademarks of EXPERCHAT and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the EXPERCHAT Properties are the property of their respective owners.
6.3 Other Content. You agree that you have no right or title in or to any Content that appears on or in the EXPERCHAT Properties.
6.4 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of EXPERCHAT.
6.5 Your Profile. Any Content posted by you on or in the EXPERCHAT Properties (including, but not limited to, on your profile) may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post a photograph of another person without that person’s permission.
7.1 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to EXPERCHAT through its suggestion, feedback or similar pages (“Feedback”) is at your own risk and that EXPERCHAT has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to EXPERCHAT a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the EXPERCHAT Properties.
8. User Conduct. As a condition of use, you agree not to use the EXPERCHAT Properties for any purpose that is prohibited by the Terms or by applicable law. You shall not (and shall not permit any third-party) either (a) to take any action or (b) Make Available any Content on or through the EXPERCHAT Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without EXPERCHAT’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of EXPERCHAT; (vi) interferes with or attempts to interfere with the proper functioning of the EXPERCHAT Properties or uses the EXPERCHAT Properties in any way not expressly permitted by the Terms; (vii) introduces software or automated agents to the Service so as to produce multiple Accounts or generate automated messages; or (viii) attempts or engages in, any potentially harmful acts that are directed against the EXPERCHAT Properties, including but not limited to violating or attempting to violate any security features of the EXPERCHAT Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the EXPERCHAT Properties, introducing viruses, worms, or similar harmful code into the EXPERCHAT Properties, or interfering or attempting to interfere with use of the EXPERCHAT Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the EXPERCHAT Properties.
9 Investigations. EXPERCHAT may, but is not obligated to, monitor or review the EXPERCHAT Properties and Content at any time. Without limiting the foregoing, EXPERCHAT shall have the right, in its sole discretion, to remove any Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although EXPERCHAT does not generally monitor user activity occurring in connection with the EXPERCHAT Properties, if EXPERCHAT becomes aware of any possible violations by you of any provision of the Terms, EXPERCHAT reserves the right to investigate such violations, and EXPERCHAT may, at its sole discretion, immediately terminate your license to use the EXPERCHAT Properties, or change, alter or remove your Content, in whole or in part, without prior notice to you.
10. Interactions with Other Users.
10.1 User Responsibility. You are solely responsible for your interactions with other Users and Experts of the Services and any other parties with whom you interact through the Services; provided, however, that EXPERCHAT reserves the right, but has no obligation, to intercede in such disputes. You agree that EXPERCHAT will not be responsible for any liabilities incurred by you as the result of such interaction and EXPERCHAT will not work to resolve any disputes between Users and Experts.
10.2 Content Provided by Experts and Other Users. The EXPERCHAT Properties may contain Content provided by Experts and other Users. EXPERCHAT is not responsible for and does not control Content it does not produce (including, but not limited to, any Expert Sessions). EXPERCHAT has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Expert or User Content. Your use of Expert or User Content and interaction is done at your own risk.
10.3 Expert Ratings. EXPERCHAT does not endorse ratings or reviews posted on the Service by Users about Experts (“Ratings”) and EXPERCHAT is not responsible for such Ratings. EXPERCHAT reserves the right to remove any Ratings at its sole discretion.
11. Indemnification. You agree to indemnify and hold EXPERCHAT, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “EXPERCHAT Parties” ) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content; (b) your use of, or inability to use, the EXPERCHAT Properties, including, for Experts, to provide Expert Sessions or Expert Courses to a User; (c) your violation of the Terms; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. EXPERCHAT reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with EXPERCHAT in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to the EXPERCHAT Properties.
12. Disclaimer of Warranties.
12.1 AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE EXPERCHAT PROPERTIES IS AT YOUR SOLE RISK, AND THE EXPERCHAT PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE EXPERCHAT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(a) THE EXPERCHAT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE EXPERCHAT PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE EXPERCHAT PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE EXPERCHAT PROPERTIES, INCLUDING ANY INFORMATION PROVIDED IN AN EXPERT SESSION OR EXPERT COURSE, WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE EXPERCHAT PROPERTIES WILL BE CORRECTED.
(b) ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY EXPERT SESSIONS, DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE EXPERCHAT PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE EXPERCHAT PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. EXPERCHAT MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EXPERCHAT, EXPERTS, OR THROUGH THE EXPERCHAT PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, EXPERCHAT MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT EXPERCHAT’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
12.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE EXPERCHAT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE EXPERCHAT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
12.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH EXPERTS AND OTHER USERS OF THE EXPERCHAT PROPERTIES. YOU UNDERSTAND THAT EXPERCHAT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF EXPERTS OR USERS OF THE EXPERCHAT PROPERTIES.
13. LIMITATION OF LIABILITY.
13.1 DISCLAIMER OF CERTAIN DAMAGES. IN CONSIDERATION OF EXPERCHAT’S AGREEMENT TO ALLOW YOU TO USE THE SERVICES, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL EXPERCHAT PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EXPERCHAT PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT EXPERCHAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, INCLUDING ANY EXPERTS, OF THE EXPERCHAT PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE EXPERCHAT PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE EXPERCHAT PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY, INCLUDING ANY EXPERTS, ON EXPERCHAT PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE EXPERCHAT PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
13.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE EXPERCHAT PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY EXPERCHAT AS A RESULT OF YOUR USE OF THE EXPERCHAT PROPERTIES IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT A CLAIM. IF YOU HAVE NOT PAID EXPERCHAT ANY AMOUNTS IN THE SUBSCRIPTION PERIOD DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, THEN EXPERCHAT’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
13.3 User Content. THE EXPERCHAT PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
13.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN EXPERCHAT AND YOU.
14. Procedure for Making Claims of Copyright Infringement. It is EXPERCHAT’s policy to terminate membership privileges of any User who infringes copyright upon prompt notification to EXPERCHAT by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the EXPERCHAT Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the EXPERCHAT Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written 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; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for EXPERCHAT’s Copyright Agent for notice of claims of copyright infringement is as follows: firstname.lastname@example.org
15. Term and Termination.
15.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the EXPERCHAT Properties, unless terminated earlier in accordance with the Terms.
15.2 Prior Use. Notwithstanding the foregoing, if you used the EXPERCHAT Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the EXPERCHAT Properties (whichever is earlier) and will remain in full force and effect while you use the EXPERCHAT Properties, unless earlier terminated in accordance with the Terms.
15.3 Termination of Services by You. If you want to terminate the Services provided by EXPERCHAT, you may do so by (a) notifying EXPERCHAT at any time and (b) closing your Account for all of the Services that you use by following the directions on the SERVICE. Your notice should be sent, in writing, to EXPERCHAT’s address set forth below.
15.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Service also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of your Content associated therewith from our live databases. EXPERCHAT will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
16.1 Violations. If EXPERCHAT becomes aware of any possible violations by you of the Terms, EXPERCHAT reserves the right to investigate such violations. If, as a result of the investigation, EXPERCHAT believes that criminal activity has occurred, EXPERCHAT reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. EXPERCHAT is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the EXPERCHAT Properties, including your Content, in EXPERCHAT’s possession in connection with your use of the EXPERCHAT Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms; (3) respond to any claims that your Content violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of EXPERCHAT, its Users or the public, and all enforcement or other government officials, as EXPERCHAT in its sole discretion believes to be necessary or appropriate.
16.2 Breach. In the event that EXPERCHAT determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the EXPERCHAT Properties, EXPERCHAT reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to EXPERCHAT) that you have violated the Terms;
(b) Delete any of your Content provided by you or your agent(s) to the EXPERCHAT Properties;
(c) Discontinue your registration(s) with any of the EXPERCHAT Properties, including the Services or any EXPERCHAT community;
(d) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(e) Pursue any other action which EXPERCHAT deems to be appropriate.
17. International Users. This SERVICE can be accessed from countries around the world and may contain references to EXPERCHAT Properties and Content that are not available in your country. These references do not imply that EXPERCHAT intends to announce such EXPERCHAT Properties or Content in your country. The EXPERCHAT Properties are controlled and offered by EXPERCHAT from its facilities in the United States of America. EXPERCHAT makes no representations that the EXPERCHAT Properties are appropriate or available for use in other locations. Those who access or use the EXPERCHAT Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
18. General Provisions.
18.1 Electronic Communications. The communications between you and EXPERCHAT use electronic means, whether you visit the EXPERCHAT Properties or send EXPERCHAT e-mails, or whether EXPERCHAT posts notices on the EXPERCHAT Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from EXPERCHAT in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that EXPERCHAT provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
18.2 Release. You hereby release EXPERCHAT Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other SERVICE Users or third-party services of any kind arising in connection with or as a result of the Terms or your use of the EXPERCHAT Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
18.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without EXPERCHAT’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. EXPERCHAT may freely assign the Terms.
18.4 Force Majeure. EXPERCHAT shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
18.5 Compliance. If you believe that EXPERCHAT has not adhered to the Terms, please contact EXPERCHAT by emailing us email@example.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
18.6 Limitations Period. YOU AND EXPERCHAT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE EXPERCHAT PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
18.7 Dispute Resolution.
(a) Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Terms. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, EXPERCHAT may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
(b) Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). As modified by the Terms, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
(c) You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
(d) You and EXPERCHAT must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR EXPERCHAT MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) the arbitrator shall honor claims of privilege and privacy recognized at law; (iv) the arbitration shall be confidential, and neither you nor EXPERCHAT may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance , the fees and costs awarded shall be determined by applicable law.
(e) The arbitration proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages against EXPERCHAT in excess of the amount, or other than the types, allowed by Section 13 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States Federal law.
Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in Fairfax County, Virginia. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Fairfax County, Virginia, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Fairfax County, Virginia for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
(f) With the exception of (d)(i) and (ii) above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either (d)(i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor EXPERCHAT shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the exclusive jurisdiction to resolve the dispute shall be in state court in Fairfax County, Virginia or federal court in Alexandria, Virginia if federal jurisdiction exists. By using the EXPERCHAT Properties in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA SERVICE at http://www.adr.org.
18.8 Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Virginia, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. Please note that the laws of the jurisdiction where you are located may be different from Virginia law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the EXPERCHAT Properties.
18.9 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English. C’est law volone expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.
18.10 Notice. When EXPERCHAT requires that you provide an e-mail address, you are responsible for providing EXPERCHAT with your most current e-mail address. In the event that the last e-mail address you provided to EXPERCHAT is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, EXPERCHAT’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to EXPERCHAT at the following address: 12110 Sunset Hills Road STE 600, Reston, Virginia 20190. Such notice shall be deemed given when received by EXPERCHAT by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
18.11 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
18.12 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
18.13 Export Control. You may not use, export, import, or transfer the EXPERCHAT Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the EXPERCHAT Properties, and any other applicable laws. In particular, but without limitation, the EXPERCHAT Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the EXPERCHAT Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the EXPERCHAT Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by EXPERCHAT are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer EXPERCHAT products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
18.14 Accessing and Download the Application from the Apple App Store. The following applies to any Application accessed through or downloaded from the Apple App Store (“App Store Sourced Application”):
(a) You acknowledge and agree that (i) the Terms are between you and EXPERCHAT only, and not Apple, and (ii) EXPERCHAT, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of EXPERCHAT, and not Apple.
(d) You and EXPERCHAT acknowledge that, as between EXPERCHAT and Apple, Apple is not responsible for addressing any claims you have or any claims of any third-party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and EXPERCHAT acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third-party’s intellectual property rights, as between EXPERCHAT and Apple, EXPERCHAT, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(f) You and EXPERCHAT acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
18.15 Accessing and Download the Application from Play Store. The following applies to any Application accessed through or downloaded from the Google Play Store (“Play Store Sourced Application”):
(a) You acknowledge and agree that (i) the Terms are concluded between you and EXPERCHAT only, and not Google, and (ii) EXPERCHAT, not Google, is solely responsible for the Play Store Sourced Application and content thereof. Your use of the Play Store Sourced Application must comply with the Play Store Terms of Service.
(b) You acknowledge that Google has no obligation whatsoever to furnish any maintenance and support services with respect to the Play Store Sourced Application.
(c) Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of EXPERCHAT, and not Google.
(d) You and EXPERCHAT acknowledge that, as between EXPERCHAT and Google, Google is not responsible for addressing any claims you have or any claims of any third-party relating to the Play Store Sourced Application or your possession and use of the Play Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Play Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and EXPERCHAT acknowledge that, in the event of any third-party claim that the Play Store Sourced Application or your possession and use of that play Store Sourced Application infringes that third-party’s intellectual property rights, as between EXPERCHAT and Google, EXPERCHAT, not Google, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(f) You and EXPERCHAT acknowledge and agree that Google, and Google’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the Play Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Google will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the Play Store Sourced Application against you as a third-party beneficiary thereof.
(g) Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the Play Store Sourced Application.
18.16 Consumer Complaints. In accordance with Virginia Consumer Protection Act Code §59.1-502.2, you may report complaints to the Consumer Protection Section of the Office of the Attorney General of Virginia by accessing their web site at www.oag.state.va.us/consumer-protection, or by telephone at (800) 552-9963.
18.17 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.