XpertsNow Terms of Use, effective February 2023

1. INTRODUCTION

The XpertsNow (“XN” or the “Company”) Site Terms of Use describe when and the conditions under which you are allowed to access or use this site. Please read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site simply visit the publicly available portions of our Site (“you” or “Site Visitors”). By accessing and/or using our Site or Services, you agree to these Site Terms of Use. If you do not agree to these Site Terms of Use, you may not visit, use, or access the Site or Site Services as a Site Visitor, User or otherwise and may not click to accept the Terms of Use when prompted on the Site.

2. ACCOUNT ELIGIBILITY; YOUR RESPONSIBILITIES

Before you create an account on XN, ensure you are eligible to use our Services. This Section also details what you can and can't do when using the Services, as well as the rights you grant XN.

• You are at least 18 years old;
• You are legally qualified to enter a binding contract with XN;
• 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;
• You are not on any list of individuals prohibited from conducting business with the United States;
• You are not prohibited by law from using our services;
• You have not have been convicted of or pled no contest to a felony or indictable offense (or crime of similar severity), a sex crime, or any crime involving violence;
• You do not have more than one client and/or expert account on our Services;
• You have not previously been removed from our Services by us, unless you have our express written permission to create a new account; and
• If at any time you cease to meet these requirements, you must immediately delete your account.

• Comply with these Terms, and check this page from time to time to ensure you are aware of any change;
• Comply with all applicable laws, including without limitation, privacy laws, intellectual property laws, anti-spam laws, and relevant regulatory requirements;
• Use the latest version of the Website and/or App;
• Treat other users in a courteous and respectful manner, both on and off our Services;
• Be respectful when communicating with any of our customer care representatives or other employees; and
• Maintain a strong password and take reasonable measures to protect the security of your login information.

• Misrepresent your identity, age, current or previous positions, qualifications, or affiliations with a person or entity;
• Use the Services in a way that damages the Services or prevents their use by other users;
• Use our Services in a way to interfere with, disrupt or negatively affect the platform, the servers, or our Services' networks;
• Use our Services for any harmful, illegal, or nefarious purpose;
• Harass, bully, stalk, intimidate, assault, defame, harm or otherwise mistreat any person;
• Post or share Prohibited Content (see below);
• Solicit passwords for any purpose, or personal identifying information for commercial or unlawful purposes from other users or disseminate another person's personal information without his or her permission;
• Use another user's account;
• Use our Services in relation to fraud, a pyramid scheme, or other similar practice; or
• Violate the terms of the license granted to you by XN
• Disclose private or proprietary information that you do not have the right to disclose;
• Copy, modify, transmit, distribute, or create any derivative works from, any Member Content or Our Content, or any copyrighted material, images, trademarks, trade names, service marks, or other intellectual property, content or proprietary information accessible through our Services without XN's prior written consent;
• Express or imply that any statements you make are endorsed by XN;
• Use any robot, crawler, site search/retrieval application, proxy or other manual or automatic device, method or process to access, retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of our Services or its contents;
• Upload viruses or other malicious code or otherwise compromise the security of our Services;
• Forge headers or otherwise manipulate identifiers to disguise the origin of any information transmitted to or through our Services;
• "Frame" or "mirror" any part of our Services without XN's prior written authorization;
• Use meta tags or code or other devices containing any reference to XN or the platform (or any trademark, trade name, service mark, logo or slogan of XN) to direct any person to any other website for any purpose;
• Modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our Services, or cause others to do so;
• Use or develop any third-party applications that interact with our Services or Member Content or information without our written consent;
• Use, access, or publish the XN application programming interface without our written consent;
• Probe, scan or test the vulnerability of our Services or any system or network;
• Encourage, promote, or agree to engage in any activity that violates these Terms;
• Sending fraudulent information including but not limited to bills, invoices, expense reports, resumes, videos, images;
• Misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
• Using a profile photo that is not you, misrepresents your identity or represents you as someone else, or any other activity that misrepresents your identity;
• Impersonating any person or entity, including, but not limited to, an XN representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
• Falsely stating or implying a relationship with another User, including an Agency continuing to use a user’s profile or information after the expert no longer works with the Agency;
• Falsely attributing statements to any XN representative, forum leader, guide or host;
• Falsely stating or implying a relationship with XN or with another company with whom you do not have a relationship;
• Allowing another person to use your account, which is misleading to other Users; or
• Falsely stating that one expert will perform the work on a job when another will in fact perform the work, including submitting a proposal on behalf of an expert that is unable, unwilling, or unavailable to do the work;
• Making or demanding bribes or demanding other payments without the intention of or without actually providing services in exchange for the payment;
• Attempting to coerce another User by threatening to give negative feedback;
• Directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on XN to recruit experts and/or Clients to join another website or company;
• Regard or promote in any way any escort services, prostitution, or sexual acts
• Selling, trading, or giving an account to another person or corporation without XN’s consent;
• Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
• Inciting or encouraging violence;
• Posting identifying information concerning another person;
• Is inconsistent with the intended use of the Services;
• May harm the reputation of XN or its affiliates;
• The uploading or sharing of content that violates these terms ("Prohibited Content") may result in the immediate suspension or termination of your account;
• Enter in to any contract, agreement or activity that violates these Terms of Use;

• Is likely to be deemed offensive or to harass, upset, embarrass, alarm or annoy any other person;
• Is obscene, pornographic, violent or otherwise may offend human dignity, or contains nudity;
• Is abusive, insulting or threatening, discriminatory or that promotes or encourages racism, sexism, hatred or bigotry;
• Encourages or facilitates any illegal activity including, without limitation, terrorism, inciting racial hatred or the submission of which in itself constitutes committing a criminal offense;
• Is defamatory, libelous, or untrue;
• Involves the transmission of "junk" mail or "spam";
• Contains any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information whether from XN or otherwise;
• Infringes upon any third party's rights (including, without limitation, intellectual property rights and privacy rights);
• Includes a deceptive or fraudulent image or likeness of another person.

3. THIRD-PARTY CONTENT AND LICENSES

3.1 XN’s PROVISION OF THE SITE AND LIMITED SITE LICENSE

Section 3.1 discusses the rights we give to you to allow you to use the Site, as detailed below:

As we describe in this Section 3.1, XN grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on compliance with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Use.

We try to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.

3.2 TERMINATION OF THE LIMITED SITE LICENSE

Section 3.2 explains that we can stop allowing you to use the Site, including the use of Injunctive Relief as detailed below

XN may terminate any license it has granted to any Site Visitor or User to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon XN providing such notice.

3.3 XN’s INTELLECTUAL PROPERTY

Section 3.3 explains that even though we let you use the Site, we still retain all our rights, as detailed below:

XN retains all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The XN logos and names are proprietary and trademarks of XN. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners

Nothing in the Terms of Service grants you a right to use any XN Marks.

3.4 YOUR INTELLECTUAL PROPERTY

Section 3.4.1 explains that you are solely responsible for your use of the Site and any content you post on the Site, and that if someone makes a claim against XN because of your content or conduct that you will pay XN for our fees and expenses, as detailed below:

When you post User Content on the Site or through the Site network or provide XN with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.

You acknowledge and agree that the poster of User Content, and not XN, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless XN, our Affiliates, and our respective directors, officers, employees, representatives, investors and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.

Section 3.4.2 explains that by posting content on the Site, you give others certain limited rights to that content, as detailed below:

You retain all ownership rights in any User Content you post on XN. To the extent permitted by applicable law, you also grant to XN and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site and XN’s, our successors’ and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

Section 3.4.3 explains when you can and what happens if you send your ideas to XN, as detailed below:

You may submit comments or ideas about the Site and Site network, including without limitation about how to improve the Site or Site network (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place XN under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, XN does not waive any rights to use similar or related ideas, including those known or developed by XN or obtained from sources other than you.

3.5 THIRD-PARTY INTELLECTUAL PROPERTY

Section 3.5 explains that third parties, including other Users, are responsible for content posted or linked on the Site, as detailed below:

Any information or content expressed or made available by a third party or any other Site Visitor or User is that of the respective author(s) or distributor(s) and not of XN. XN neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than XN’s authorized agents acting in their official capacities. The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty from XN for any purpose.

3.6 COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE

Section 3.6 explains what to do if you think content on the Site infringes your rights, as detailed below:

XN is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. copyright law. If you are the owner of any copyrighted work and believe your rights under U.S. copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the "DMCA") by complying with XN’s Reporting Procedures.

4. DUE DILIGENCE

YOU UNDERSTAND THAT XN DOES NOT CONDUCT CRIMINAL BACKGROUND OR IDENTITY VERIFICATION CHECKS ON ITS USERS OR OTHERWISE INQUIRE INTO THE BACKGROUND OF ITS USERS. XN MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT, IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF USERS. XN RESERVES THE RIGHT TO CONDUCT - AND YOU AUTHORIZE XN TO CONDUCT - ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS, AND YOU AGREE THAT ANY INFORMATION YOU PROVIDE MAY BE USED FOR THAT PURPOSE. IF THE COMPANY DECIDES TO CONDUCT ANY SCREENING THROUGH A CONSUMER REPORTING AGENCY, YOU HEREBY AUTHORIZE THE COMPANY TO OBTAIN AND USE A CONSUMER REPORT ABOUT YOU TO DETERMINE YOUR ELIGIBILITY UNDER THESE TERMS.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. XN is not responsible for any business or personal relationship between Users. XN offers no warranty regarding the quality, timeliness or completeness of any project performed in relation to this site. Users are solely responsible for enforcing receipt of any payments for projects performed in relation to this site. XN offers no warranty of payment for services performed.

Though XN strives to encourage a respectful user experience, it is not responsible for the conduct of any user on or off the Service. You agree to use caution in all interactions with other users, particularly if you decide to communicate off the Service or meet in person.

5. ADS AND THIRD-PARTY CONTENT

There may be ads on our website.

Our Services may contain advertisements and promotions offered by third parties and links to other websites or resources. XN may also provide non-commercial links or references to third parties within its content. XN is not responsible for the availability (or lack of availability) of any external websites or resources or their content. Furthermore, XN is not responsible for, and does not endorse, any products or services that may be offered by third-party websites or resources. If you choose to interact with the third parties made available through our Services, such party's terms will govern their relationship with you. XN is not responsible or liable for such third parties' terms or actions.

6. DISCLAIMER

XN's Services are provided "as is" and we do not make, and cannot make, any representations about the content or features of our Services.

XN PROVIDES OUR SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO OUR SERVICES (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. XN DOES NOT REPRESENT OR WARRANT THAT (A) OUR SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, (B) ANY DEFECTS OR ERRORS IN OUR SERVICES WILL BE CORRECTED, OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH OUR SERVICES WILL BE ACCURATE. FURTHERMORE, XN MAKES NO GUARANTEES AS TO THE NUMBER OF ACTIVE USERS AT ANY TIME; USERS' ABILITY OR DESIRE TO COMMUNICATE WITH YOU, OR THE ULTIMATE COMPATIBILITY WITH OR CONDUCT BY USERS YOU INTERACT WITH THROUGH THE SERVICES. XN TAKES NO RESPONSIBILITY FOR ANY CONTENT THAT YOU OR ANOTHER USER OR THIRD PARTY POSTS, SENDS, OR RECEIVES THROUGH OUR SERVICES NOR DOES XN TAKE ANY RESPONSIBILITY FOR THE IDENTITY, INTENTIONS, LEGITIMACY, OR VERACITY OF ANY USERS WITH WHOM YOU MAY COMMUNICATION THROUGH XN. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK. XN IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER HARDWARE, COMPUTER SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, BUT WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE, OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

IN NO EVENT WILL XN, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.