OfficeHours Technologies Platform

Terms of Service

Last updated [01/13/2021]

WELCOME TO THE OFFICEHOURS TECHNOLOGIES PLATFORM.

Welcome to the OfficeHours website owned and operated by OfficeHours Technologies Co. ("OfficeHours"). The OfficeHours website and mobile application (if and when available) are collectively referred to as the "OfficeHours Platform" in these Terms of Service (the "Terms").

The OfficeHours Platform offers functionality to streamline the engagement between clients seeking information ("Clients") and experts providing information ("Experts") (each such engagement, a "Consultation"). We make the OfficeHours Platform services (the "Services") available to Clients and Experts ("you," "your," or "User") subject to your agreement to these Terms. These Terms and any documents or policies referenced in these Terms are collectively referred to as the "Agreement." All terms not defined in this paragraph have the meanings set forth in Section 18 (Definitions) below. In this Agreement, the words "include" and "including" will not be construed as terms of limitation.

The Agreement is a legally binding contract between you and OfficeHours. To access the OfficeHours Platform, you must be able to enter into a legally binding contract, and represent that you are at least eighteen (18) years old or, if a business, duly organized and legally in good standing.

Our collection and use of personal information in connection with your access to and use of the OfficeHours Platform and Services, whether or not you are a registered User, is described in our Privacy Notice set forth on our Privacy page.

1. TRANSLATION AND UPDATES TO THE AGREEMENT

We may translate this Agreement into other languages for your convenience. Nevertheless, the English version governs your relationship with us, and any inconsistencies among the different versions will be resolved in favor of the English version available here. We may also update the Agreement from time to time. If we materially update any portion of the Agreement, we will notify you, at the email address provided in your Account profile, or other reasonable means (for example, by posting a revised Agreement through the OfficeHours Platform or a notice on our website) before the date the update becomes effective. We will also post the updated Agreement in its original location marked with the new date. Changes will not be retroactive. If you object to any changes, you may terminate this Agreement by closing your Account. Your continued use of our Services after we publish or send a notice about our changes to these Terms means that you are consenting to the updated terms. Rejecting an updated Agreement will not affect any dispute between you and us arising prior to the date on which we posted the updated Agreement.

2. SERVICES

A. Your Right to Use the Services

We grant you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use and access the Services, and to access and view the Content on the OfficeHours Platform, for the sole purpose of participating in the Services, subject to your Agreement and any conditions or requirements for certain areas or features of the OfficeHours Platform, and subject to your ownership rights in your Content as specified in Section 8(B) (What Clients Own) below. If there is a conflict between these Terms and the terms and conditions for a specific area or feature of the OfficeHours Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless otherwise specified in the latter terms and conditions. We retain the right at our sole discretion to deny anyone access or terminate access to the Services, at any time and for any reason. We also retain full discretion to prioritize, categorize, highlight, and otherwise modify the method of Client discovery of Expert Bios, including through search results and tagging, in order to improve service quality and for other purposes. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by us or our licensors, except for the licenses and rights expressly granted in your Agreement.

B. Your Services Account

You must register an Account with OfficeHours in order to use the Services, either by following the prompts on the OfficeHours Platform as a Client or as an Expert. Alternatively, you may file a Purchase Order Form and send directly to OfficeHours at accounting@officehours.com.

Your Account is personal to you. You agree to: (i) not share your Account or transfer any part of it to anyone else; (ii) provide accurate, current and complete information during the registration process and keep your Account up to date; and (iii) keep your password secure and confidential. You agree to notify us immediately of any unauthorized use of your Account and are responsible for anything that happens through your Account prior to closing it or reporting misuse to us.

You may control your Account profile and how you interact with the Services by changing the settings in your Account. You consent to our using the email address you provide in your Account to send you Services-related notices, including any notices required by law, in lieu of communication by other means such as postal mail. We may also use your email address to send you other messages, such as changes to Services features, special offers, or Services-related newsletters. If you do not want to receive such email messages, you may unsubscribe as directed in the applicable communication. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

C. Expert Bio

Expert Bios must be approved by OfficeHours prior to the publicization of such Expert Bio. OfficeHours may assist in improving Expert's Expert Bio, but OfficeHours will not publish such Expert Bio without Expert's approval.

It is Expert's responsibility to ensure that the Expert Bio is accurate, up to date, and that pursuant to Section 3(A) (Consultation Contract) below, anything that Expert presents as his or her own is Expert's own intellectual property.

OfficeHours may verify information provided by, or about, Expert, including verifying such Expert's identity and confirming Expert employment history and education credentials. If requested, Expert agrees to assist OfficeHours in this process.

OfficeHours shall retain the right to use, publish, and otherwise disseminate Expert's name, public publications, media appearances, and any information in an Expert's Profile for marketing purposes, business development purposes, and for any other lawful purpose.

Expert agrees not to accept any Consultation with any Client unless its Expert Bio is accurate, complete, and current. Expert understands that OfficeHours, Clients, and OfficeHours's third party partners are entitled to rely on the Expert's Expert Bio. Expert understands and agrees that once a Client requests a Consultation, the price quoted on the Expert Bio at the time the Consultation was requested may not be altered. Expert further understands that a Service Fee, once agreed, is binding and cannot be changed.

D. Services Availability

Due to the nature of the Internet, we cannot guarantee the continuous and uninterrupted availability of any portion of the OfficeHours Platform or Services and are not responsible for outages or disruptions of the Internet and telecommunications infrastructure which are beyond our control. We may temporarily restrict the availability of the OfficeHours Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the OfficeHours Platform. We may enhance and modify the OfficeHours Platform and introduce new Services from time to time but will provide notice to Users unless such changes are of minor nature with no material effect on our contractual obligations. We do not control, and are not responsible for, such third-party services, and shall have no liability for any failure or degradation of such third-party services beyond our reasonable control.

E. Service Location

The Services are controlled and operated from facilities in the United States. OfficeHours makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

3. CLIENT-EXPERT ENGAGEMENT

A. Consultation Contract

If a Client chooses to enter into a transaction with an Expert by scheduling a Consultation via the OfficeHours Platform, this Agreement and other terms, conditions, rules, and restrictions associated with such a Consultation may apply. Clients acknowledge and agree that they, as Clients, and not OfficeHours, are responsible for performing the obligations of any such agreements, and OfficeHours disclaims all liability.

B. Representations and Warranties

EXPERTS ARE INDEPENDENT BUSINESS OWNERS. EXPERTS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF OFFICEHOURS. OFFICEHOURS DOES NOT PROVIDE CONSULTATIONS AND DOES NOT EMPLOY INDIVIDUALS TO PROVIDE CONSULTATIONS. BY CONNECTING PEOPLE AND BUSINESSES SEEKING SERVICES WITH SERVICE PROVIDERS, OFFICEHOURS OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS CLIENTS WITH SERVICE PROVIDERS (EXPERTS) WHO WISH TO PROVIDE A VARIETY OF CONSULTATIONS. OFFICEHOURS AIMS TO VERIFY THE CREDENTIALS OF ALL EXPERTS WHO PARTICIPATE IN THE SERVICES. HOWEVER, THE SERVICES ARE INTENDED AS AN INFORMATION RESOURCE AND NOT AN ADVISORY SERVICE; IT IS YOUR RESPONSIBILITY TO DETERMINE THE QUALITY AND CREDIBILITY OF INFORMATION OBTAINED, AS WELL AS THE REASONABLENESS OF RELYING ON SUCH INFORMATION FOR A PARTICULAR USE.

USERS HEREBY ACKNOWLEDGE THAT OFFICEHOURS DOES NOT SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR AN EXPERT'S CONSULTATION AND EXPRESSLY DISCLAIMS (TO THE EXTENT PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PROVIDED AND THE CONSULTATIONS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE.

We act solely as an intermediary between the Expert and the Client, collecting relevant payment details and facilitating payment through our third-party payment providers. In the event of an issue with a payment between a Client and Expert, as between OfficeHours, the Client, and the Expert, the Client and Expert must attempt to resolve the issue in good faith and promptly report any complaints to compliance@officehours.com with the relevant details of the dispute.

Expert represents and warrants that Expert possesses experience and knowledge in the subject areas of the Consultation, sufficient to qualify Expert as an expert in such areas.

Expert represents and warrants that Expert is party to no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement. Expert will not disclose any information to Client which would conflict with any laws, confidentiality obligations, fiduciary duties, duties of loyalty, relationships of trust, or other obligations by which Expert is bound, and further agrees not to enter into any Consultation of which the subject is a current employer. Expert will not enter into any such conflicting agreement, relationship or commitment during the term of this Agreement. Expert acknowledges and agrees Expert's understanding of applicable anti-bribery laws and further agrees not to (1) receive anything of value to be improperly induced to give information; (2) give or receive anything of value to act in bad faith or breach a relationship of trust, or (3) to communicate with third parties except with prior written consent by OfficeHours, other than as expressly permitted by these Terms.

C. Independent Contractor

It is the express intention of Client and Expert that Expert perform the Consultation as an independent contractor to Client. Nothing in this Agreement shall in any way be construed to constitute Expert as an agent, employee or representative of the Client or OfficeHours, or to create a joint venture between the parties.

4. COMPENSATION

A. General

Upon Account set-up, we collect both Expert and Client payment details through our third-party payment provider, in order to transfer payments between the Client and Expert upon acceptance of a Consultation.

B. Payments by Clients to OfficeHours

Clients agree to pay OfficeHours all Service Fees due in connection with any Service, in accordance with the terms of this Agreement. Service Fees may change from time to time and it is Client's obligation to check the OfficeHours Platform prior to booking to confirm the fees, terms and conditions then in effect.

In order to initiate a Service, Clients understand and agree that OfficeHours reserves the right, in its sole discretion, to obtain a pre-authorization of a Client's credit card or charge the Client's credit card a nominal amount, not to exceed one U.S. dollar ($1), in order to verify the credit card. OfficeHours will process and collect the Service Fees payable in accordance with this Agreement and any additional terms of the Services. Please note that OfficeHours cannot control any fees that may be charged to a Client by his or her bank related to OfficeHours’s collection of the Service Fees, and OfficeHours disclaims all liability in this regard.

In connection with Client payments, Clients will be asked to provide customary billing information such as name, billing address, and credit card information either to OfficeHours or its third-party payment processor. Clients hereby authorize the collection of the Service Fees either via invoice or by charging the Client’s credit card, either directly by OfficeHours or indirectly, via a third-party online payment processor or by one of the payment methods described on the OfficeHours Platform. If you are directed to OfficeHours’s third party payment processor, Clients will be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using such third party’s services. Fees for Consultations are quoted on each Expert Bio in U.S. dollars and in a price-per-hour format. OfficeHours charges a Service Fee for all Consultations based on requirements, urgency, and other factors.

Service Fees or reimbursements agreed through OfficeHours or via the OfficeHours Platform must be processed through OfficeHours and Client agrees not to pay Expert directly for such services or reimbursements. Except as otherwise provided herein, Service Fees are non-refundable.

Clients who believe they have been improperly charged for a Consultation and require a refund are asked to contact OfficeHours at accounting@officehours.com.

C. Payments by OfficeHours to Experts

Expert acknowledges that Client shall pay for the Consultation through the Services, and Expert shall receive payment for the Consultation through OfficeHours. Expert agrees that Expert shall not be entitled to seek or receive payment for any Consultation directly from Client.

Upon conclusion of the Consultation, we release the Expert’s portion of the Service Fee to the payment mechanism provided by the Expert in the Expert’s Account profile. Except for taxes based upon OfficeHours’s gross revenues or net income, Clients and Expert agree to pay any taxes applicable to their respective use of and engagement through the Services.

Unless otherwise expressly agreed by OfficeHours in writing, Client will not pay Expert directly for any services booked by Client through the OfficeHours Platform.

5. ACCEPTABLE USE OF THE OFFICEHOURS PLATFORM AND SERVICES

Your permission to use the Services is contingent on your compliance with all Applicable Law, in addition to the following rules:

A. Prohibited Activities

You shall not use, or encourage, promote, facilitate or instruct others to use the Services for any illegal, harmful or offensive use, including:

• accessing any Content available through the Services through any technology or means other than those authorized by us on the OfficeHours Platform, such as by robot, spider, scraper or other automated means or manual process, for any purpose not authorized in the Agreement;

• interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the OfficeHours Platform, or otherwise causing harm to the OfficeHours Platform, such as attempting to mine information about Users of the Services;

• attempting to gain unauthorized access to Accounts;

• removing, circumventing, disabling, damaging or otherwise interfering with security or other preventive features of the OfficeHours Platform;

• using the Services to transmit any computer viruses, worms, defects, Trojan horses, malicious code, spyware, malware or other items of a destructive or harmful nature;

• taking any action that imposes, or may impose at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

• attempting to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

• exporting, re-exporting, importing, or transferring any part of the Services except as authorized by United States law, the export control laws of your jurisdiction, and any other Applicable Laws;

• commercially exploiting the Services or making the Services available to any third party, other than to Users or as otherwise contemplated by this Agreement, or accessing the Services for the purpose of building a similar or competitive product;

• copying, translating, creating a derivative work of, reverse engineering, reverse assembling, disassembling, or decompiling the Services or any part thereof;

• partaking in any activity that, in our sole judgment, restricts or inhibits any other person from using or enjoying any aspect of the Services or exposes or may expose any Users of the Services to harm or liability of any sort;

• violating any Applicable Law in your interactions through the OfficeHours Platform, including regulations imposed by the U.S. Securities and Exchange Commission (SEC) (as more specifically addressed in Section 7(E) (Material Non-public Information (MNPI)) below) or by any other agency, including with respect to applicable anti-bribery laws; or

• engaging in the other prohibited disclosures addressed in Section 7(F) (Other Prohibited Disclosures) below.

B. Prohibited Content

You shall not transmit, store, display, distribute or otherwise make available any Content through the Services that:

• is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;

• is defamatory, libelous, harassing, abusive, obscene, sexually explicit, pornographic, vulgar or offensive;

• promotes discrimination, bigotry, racism, hatred, harassment or harm against, or is inappropriate towards any individual or group;

• is violent or threatening or promotes violence or actions that are threatening to any other person or animal;

• promotes illegal or harmful activities or substances;

• you do not have the permission from the Content owner or individuals appearing in the Content to post, free of charge;

• seeks to harm or exploit children by exposing them to inappropriate Content, asking for personally identifiable details or otherwise;

• may constitute or contribute to a crime or tort;

• contains any information or content that is illegal (including the disclosure of insider information under securities law or of another party’s trade secrets);

• creates a risk of any other loss or damage to any person or property;

• violates any Applicable Law, including regulations imposed by the U.S. Securities and Exchange Commission (SEC) (as more specifically addressed in Section 7(E) (Material Non-public Information (MNPI) below) or the prohibitions addressed in Section 7(F) (Other Prohibited Disclosures) below; or

• violates any other OfficeHours policy.

C. Prohibited Users

By engaging in the Services, you represent and warrant that you have not, prior to or after accepting these Terms (and agree that you must immediately cease using the Services to the extent any of the following occurs):

• been convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);

• been subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the U.S. Securities and Exchange Commission (SEC), the Financial Conduct Authority (FCA), the Securities and Futures Commission (SFC) or Financial Industry Regulatory Authority (FINRA), relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or

• been named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.

6. YOUR PRIVACY

We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. CONFIDENTIALITY AND DISCLOSURE RESTRICTIONS

A. Survival

Each party’s confidentiality obligations, to the maximum extent permitted by law, will survive the expiration, termination, or cancellation of this Agreement, until the Confidential Information relating to such confidentiality obligations becomes publicly known through no fault of your own (or, with respect to trade secrets, until such trade secrets are no longer protected as such under Applicable Laws). We reserve the right at all times to disclose any information as necessary to satisfy any Applicable Law, legal process or governmental request.

B. All Users

OfficeHours and you agree to maintain the confidentiality of all Confidential Information disclosed to one another under this Agreement, and to only use and disclose the Confidential Information as specifically permitted by the terms and conditions of this Agreement and as necessary to perform the Services.

C. Clients Only

Client acknowledges that each Expert has the right to decline to answer questions at his or her discretion, and to terminate any Consultation whereby Expert is improperly asked questions prohibited by these Terms or applicable law. In order to reduce the risk of confidential information disclosures, Client agrees not to probe into topics related to an Expert’s current employer and to not probe into other aspects of the Expert’s experience Client knows, or should reasonably expect, to be confidential or proprietary. During and after the term of this Agreement, Client agrees to hold Expert’s identity in confidence.

D. Experts Only

During and after the term of this Agreement, Expert will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Expert will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Consultation on behalf of the Client, or (ii) disclose the Confidential Information to any third party without the prior written consent of Client, except that Expert may disclose Confidential Information to any third party on a need-to-know basis for the purposes of Expert performing the Services; provided, however, that such third party is subject to written confidentiality, non-use and non-disclosure obligations at least as protective of Client and the Confidential Information as those contained in this Section 7. Expert may also disclose Confidential Information to the extent compelled by Applicable Law; provided however, prior to such disclosure, Expert shall provide prior written notice to Client and seek a protective order or such similar confidential protection as may be available under Applicable Law. Expert agrees that no ownership of Confidential Information shall be conveyed to the Expert by virtue of this agreement or the performance hereof. Expert shall destroy all Confidential Information held by Expert on the earlier of (a) the conclusion of a Consultation or (b) the request of OfficeHours or Client.

Expert acknowledges that it would be impossible for Client to maintain its business or to provide Confidential Information to Expert if Expert were to (a) use such information for purposes other than solely to provide Services to Client, or (b) appropriate Client’s goodwill, or (c) utilize non-public information acquired from Client so as to compete with Client. Therefore, in consideration of Expert’s engagement by Client hereunder, Expert covenants that, for a period of one (1) year following conclusion of a Consultation, Expert shall not, whether as a business owner, employee, consultant or otherwise, utilize non-public information obtained from Client to engage in any business or activity in direct competition with Client’s business activities.

Expert further acknowledges that monetary damages may be inadequate to rectify any breach of this Section 7. Expert agrees that, in addition to any other remedies that may be available to OfficeHours and Client, OfficeHours and Client will be entitled to seek injunctive relief against the threatened breach of these Terms or the continuation of any such breach, without the necessity of proving actual damages.


E. Material Non-public Information ("MNPI")

You agree to adhere to all regulations imposed by the U.S. Securities and Exchange Commission (SEC), including with respect to any Material Non-public Information (or MNPI). Disclosure and use of MNPI in making an investment may result in criminal or civil liability, or both, for you. As such, by agreeing to these Terms, Experts (a) acknowledge that the disclosure to Clients of MNPI (even if not the subject of the interaction between the you and the Client arranged through the OfficeHours Platform) may cause significant disruption and damage to Clients, (b) agree not to disclose under any circumstances any MNPI regarding publicly listed companies, including from any companies or organizations that you have currently or have had previous affiliations, to Clients, and (c) agree to the OfficeHours Material Non-Public Information Acknowledgement located on our MNPI page, incorporated herein by reference. Clients agree not to intentionally prompt an Expert to divulge MNPI.

F. Other Prohibited Disclosures

If you are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office, you agree not to discuss, with any User, legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence.

8. OWNERSHIP AND LICENSES

A. What We Own

As between you and OfficeHours, you acknowledge and agree that we (or our licensors) own the Services and the copyrights, trademarks, service marks, trade names, trade secrets, and other intellectual and proprietary rights throughout the world associated with OfficeHours, the Services (with the exception of your Content) and the OfficeHours Data, which are protected by copyright, trade dress, patent, trademark, and trade secret laws and all other applicable intellectual and proprietary rights and laws. You agree not to remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Services, or on any materials printed or copied from the Services.

Any information shared through the OfficeHours Platform, including audio, video, and text, can be stored, analyzed, and used to improve existing and future OfficeHours products and Services or for other purposes. Such information can be stored and used for purposes including, but not limited to, changes to the OfficeHours Platform’s search function, Expert-tagging and Client-matching, and the production of data and trend reports. You acknowledge and agree that Consultations may be recorded and preserved by OfficeHours, and used by OfficeHours for quality control, or for the purpose of creating transcriptions. You agree that in the event you receive copies of such recordings or transcriptions, you will use the recordings and transcriptions for such purposes as you may see fit, provided that you shall not externally publish or broadcast the recordings, transcriptions or any portion thereof for general public consumption.

B. What Clients Own

All content delivered by Expert to Client as part of the Consultation, including written reports, charts, graphs, tables, and illustrations (collectively, "Content") will be original work created solely by Expert. To the extent any Content delivered by Expert to Client contains third-party content, Expert agrees that such content will be clearly and conspicuously attributed to its legal owner. Expert agrees that Expert will not incorporate third-party intellectual property into any Content delivered to a Client without full legal authority (by license or otherwise) to do so. Unless otherwise expressly agreed in writing, all Content shall be deemed a "work for hire" and owned, as between the parties, exclusively by Client and Expert hereby assigns any rights, title or interest of Expert in the Content to Client.

C. Suggestions and Feedback

We welcome and encourage suggestions for improvements and other feedback related to the OfficeHours Platform. You may submit feedback by emailing us, through the "Contact" section of the OfficeHours Platform, to admin@officehours.com or by other means of communication. Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting feedback to us, you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide, sublicensable, transferable license to use, modify, prepare derivative works of, publish, distribute and sublicense the feedback, and you irrevocably waive, and cause to be waived, against us or our Users any claims and assertions of any moral rights contained in such feedback.

D. DMCA

OfficeHours will not tolerate violations of intellectual property rights on the Services. If you are a copyright owner and believe that any Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"). To provide OfficeHours notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." care of admin@officehours.com that sets forth the information specified by the DMCA. You may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

9. INDEMNITY

A. Indemnity by Users to OfficeHours

To the maximum extent permitted under Applicable Law, you agree to indemnify and hold OfficeHours (and our officers, directors, employees, agents, service providers, licensors, and affiliates) harmless from any and all claims, actions, demands, damages, liabilities, regulatory proceedings, costs (including settlement costs), and expenses (including reasonable outside attorneys' fees and costs) arising from or in connection with (i) your breach of this Agreement; (ii) your violation of any Applicable Law or rights of a third party; (iii) your interaction with any other User or related services or products; (iv) your access to or use of the Services; (v) your failure as an Expert or Client to provide correct information; or (vi) any other party’s access and use of the OfficeHours Platform and Services with your unique username, password or other appropriate security code. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

B. Indemnity by Experts to Clients

Expert agrees to indemnify and hold harmless the Client, and Client’s directors, officers and employees, from and against all actual losses, damages, liabilities, costs and expenses, including but not limited to attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Expert, (ii) any breach by the Expert of Applicable Law or any of the terms contained in this Client-Expert Engagement Agreement, and (iii) any violation by Expert of a third party’s intellectual property rights.

10. DISCLAIMERS AND LIMITATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY, AS THIS SECTION LIMITS OUR LIABILITY TO YOU FOR ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR USE OF THE OFFICEHOURS PLATFORM AND THE SERVICES. IF YOU DO NOT UNDERSTAND THE TERMS IN THIS SECTION OR ELSEWHERE IN THIS AGREEMENT, PLEASE CONSULT A LAWYER FOR CLARIFICATION BEFORE ACCESSING OR USING THE OFFICEHOURS PLATFORM AND SERVICES. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.

THE OFFICEHOURS PLATFORM AND SERVICES ARE MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT THE SERVICES ARE INTENDED TO BE USED TO FACILITATE CLIENTS AND EXPERT CONSULTATIONS DIRECTLY WITH EACH OTHER, AND WE CANNOT AND DO NOT CONTROL USER CONTENT. WE DISCLAIM ALL LIABILITY WITH RESPECT TO USER CONTENT, INCLUDING COMPLIANCE WITH APPLICABLE LAWS, RULES AND GUIDES (SUCH AS FTC GUIDES CONCERNING SPONSORED ENDORSEMENTS). OFFICEHOURS MAKES NO CLAIMS OR PROMISES ABOUT THE QUALITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE SERVICES, THEIR SAFETY OR SECURITY, YOUR INTERACTION WITH OTHER USERS, OR THE CONTENT ON THE SERVICES. ACCORDINGLY, OFFICEHOURS IS NOT LIABLE TO YOU FOR ANY PERSONAL INJURY, LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE OFFICEHOURS PLATFORM’S INOPERABILITY, DEPLETION OF BATTERY POWER OR OTHER IMPAIRMENT OF DEVICES USED TO ACCESS THE OFFICEHOURS PLATFORM, SERVICES UNAVAILABILITY, SECURITY VULNERABILITIES, THE QUALITY, ACCURACY, OR RELIABILITY OF CONSULTATIONS OR ACCOMPANYING INFORMATION ABOUT CLIENTS OR THEIR BRANDS, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH A CLIENT OR EXPERT THROUGH THE SERVICES. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES EXPERT BY THIRD PARTIES THROUGH THE SERVICES OR MENTIONED IN CONSULTATIONS IS AT YOUR OWN DISCRETION AND RISK. CLIENTS AND EXPERT ARE INDEPENDENT CONTRACTORS AND NOT EXPERT OR EMPLOYEES OF OFFICEHOURS.

OFFICEHOURS’S (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, LICENSORS, AND AFFILIATES) MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE OFFICEHOURS PLATFORM, SERVICES OR THESE TERMS IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO OFFICEHOURS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY; OR (ii) THREE HUNDRED U.S. DOLLARS ($300). TO THE EXTENT PERMITTED UNDER LAW OFFICEHOURS SHALL NOT BE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE OFFICEHOURS PLATFORM OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OFFICEHOURS AND YOU.

11. TERMINATION

If you wish to terminate your Agreement, you can do so at any time by closing your Account as directed in your Account settings, and no longer accessing or using the Services. We may close your Account, suspend your ability to use certain portions of the Services, terminate any license or permission granted to you hereunder, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your Account, the Services, your Content, or any related information. When this Agreement has been terminated for your breach, you are not entitled to a restoration of your Account or any of your Content. If your access to or use of the Services has been limited or your Account has been suspended or this Agreement has been terminated by us for your breach, you may not register a new Account or access and use the Services through an Account of another User. All sections of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, confidentiality obligations, indemnification, warranty disclaimers, and limitations of liability.

12. CHOICE OF LAW AND VENUE

You agree that (i) the OfficeHours Platform and Services shall be deemed solely based in California, and (ii) the OfficeHours Platform shall be deemed a passive website that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles.

13. DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

A. Initial Dispute Resolution

We are available by email at admin@officehours.com to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. You agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.

B. Agreement to Binding Arbitration

If we do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is resolved, then either you or we may initiate binding arbitration. All claims arising out of or relating to this Agreement (including its formation, performance and breach), the parties’ relationship with each other and/or your use of the Services shall be finally settled by binding arbitration administered on a confidential basis by AAA, in accordance with the AAA Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the AAA Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of your Agreement, including, but not limited to, any claim that all or any part of your Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of this Agreement shall be subject to the Federal Arbitration Act. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250) and the claim is found to be non-frivolous, we will pay the additional cost. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration.

You understand that, absent this mandatory provision, you would have the right to sue in court and have a jury trial. You further understand that the right to discovery may be more limited in arbitration than in court.

C. Class Action and Class Arbitration Waiver

You and we each further agree that any arbitration shall be conducted in our respective individual capacities only and not as a class action, and you and we each expressly waive our respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

D. Exceptions

Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief (i) in a small claims court for disputes or claims within the scope of that court’s jurisdiction; and (ii) for any disputes relating to intellectual property rights, obligations, or any infringement claims.

E. Term for Cause of Action

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

F. Exclusive Venue for Litigation

You and we expressly consent to exclusive jurisdiction in of the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California, for any litigation other than small claims court actions. In the event of litigation relating to this Agreement or the Services, you agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under Applicable Law.

14. COMPLIANCE WITH LAWS

OfficeHours and you recognize that this Agreement is subject to, and intended to comply with, Applicable Law, and agree that the Services addressed in this Agreement do not exceed those which are reasonably necessary to accomplish the commercially reasonable business purposes of this Agreement.

15. GENERAL TERMS

This Agreement contains the entire understanding between OfficeHours and you regarding the subject matter herein and supersedes all prior oral or written agreements between us. OfficeHours and you, respectively, bind each of us, our successors, and permitted assigns to all the rights and obligations in this Agreement. You may not assign or transfer your rights and benefits under this Agreement without our prior written consent, but we may assign or transfer this Agreement without restriction. Except as expressly stated otherwise, nothing in this Agreement shall be deemed to confer any third-party rights or benefits, save that our corporate affiliates shall be deemed express third-party beneficiaries of this Agreement. If any court or arbitrator determines that confidentiality obligations set forth in this Agreement are void or unenforceable for any reason, then the parties agree that such obligations shall be construed to most closely give those provisions their intended effect, enforcing such obligations to the maximum extent permitted by law.

16. NON-SOLICITATION

Client agrees that for a period of one (1) year following the date of introduction through the Services of Client to an Expert, whether or not Client has chosen to engage in a Consultation with Expert, Client will not directly or indirectly solicit or employ, or attempt to solicit or employ, such Expert to work or provide services or information of any kind, to or on behalf of Client or any third-party, other than as may be booked, paid for, and received through the OfficeHours Platform.

If you have a question or complaint regarding the OfficeHours Platform, please send an e-mail to admin@officehours.com. Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

While we may help facilitate the resolution of disputes between Users, you must make any claim or complaint against a Client or Expert directly with the Client or Expert. If your claim or complaint is against OfficeHours, and not specifically regarding a Consultation, you must submit the claim or complaint to us promptly, but in any event within thirty (30) days after the complaint arises. Any claim or complaint that is submitted after the thirty (30) days period may be rejected.

18. DEFINITIONS

"Account" means an account you must register with us on the OfficeHours Platform prior to accessing the Services.

"Applicable Law" means all applicable local, state, federal, and international laws, rules, and regulations.

"Client" means an individual registered with the OfficeHours Platform, seeking to engage in a Consultation with an Expert.

"Confidential Information" means information, in whatever form, not generally known or readily available to the public, and proprietary and confidential to the disclosing party, including, with respect to OfficeHours, the OfficeHours Data and all non-public features of the OfficeHours Platform; with respect to Users, the User Metrics and Content. Confidential Information also includes, without limitation and for illustrative purposes only:

  1. The identity of any User, to the extent such identity is not already explicitly stated on the OfficeHours Platform.

  2. The existence, subject matter, parties to, and date or timing of any actual or prospective Consultation.

  3. Any information a User knows or reasonably should know is confidential, or which a User or OfficeHours has requested to keep confidential.

Confidential Information does not include any information that the receiving party can demonstrate was previously known to them.

"Consultation" means the engagement between Clients seeking information and Experts providing information.

"Content" means all content delivered by Expert to Client as part of the Consultation, including written reports, charts, graphs, tables, and illustration.

"Expert" means an individual registered with the OfficeHours Platform to participate in a directory as available to contract with Clients for a Consultation.

"Expert Bio" means a public individual Expert profile publicly displayed within the OfficeHours Platform that contains biographical information (including, e.g., employment history), a headshot, media clips, and other information Expert chooses to add.

"Material Non-public Information" (or "MNPI") is information which: (i) relates to a specific publicly-traded security (debt or equity); and (ii) a reasonable investor would likely consider important in making an investment decision.

"OfficeHours Data" means statistical and use data collected by OfficeHours pertaining to User use of the Services.

"OfficeHours Platform" means the OfficeHours application, when available, and the OfficeHours consumer website directed to users in the United States of America (www.officehours.com) and related domains, including those directed to users outside the United States of America, through which the Services are made available.

"Service Fee" means the fee that we charge a Client for its access to the Services.

"Services" mean the services provided by OfficeHours through the OfficeHours Platform.

"User," "you", and "your" refer to an individual, business, organization or other legal entity who accesses or uses the Services as an Expert or Client through a registered Account.

"User Metrics" means any metrics specific to a User's Account, such as post history, follower count, reach, impressions and engagement.