Terms of Use - ExpertFile

ExpertFile™ Terms of Use (Corporate)

View Terms of Use (Individual) Below

This “ExpertFile Terms of Use (Corporate)” shall govern the terms of use with respect to corporate enterprises who have executed a Software & Services Implementation Agreement and thereby replaces and supersedes the online ExpertFile Terms of Use Agreement (Individual) as modified from time to time and located at expertFile.com/terms with respect to Customer’s and its Authorized Users’ use of the Services.

1. Definitions

“Administrator” shall mean the individual identified in the Software Services and Implementation Agreement as the Initial Administrator and such other individuals as are designated as Administrators by an authorized customer representative (including the then current Administrator) in a written notice to ExpertFile.

“Authorized User” shall mean any employees, affiliates, agents, independent contractors or consultants of Customer who are authorized or otherwise designated or permitted by Customer to access and use the Services pursuant to the Agreement.

“Customer Data” means any text, images, data or other content transmitted by Customer or Authorized Users to ExpertFile in connection to Customer’s and/or Authorized Users’ use of the Services.

“Customer Interface” means the web-based interface hosted by ExpertFile by which Customer and Authorized Users may access the Services and/or any downloadable desktop or mobile device application provided by ExpertFile.

“Enhancement” means any correction, modification, customization, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by ExpertFile for similarly situated customers of the Services.

“Intellectual Property Rights” means all rights of a person or business entity in, to, or arising out of: (i) any Canadian, international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, patents, trademarks, trade secrets, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.

“Services” means the management and presentation of descriptive information for individuals, organizations and their employees and representatives, event organizers, meeting planners and representatives of the media (all collectively the “Users”) and events and intra-event sessions, the indexing and searching of this information, and support for communications and notifications among and between the Users regarding the events, administrative tools for managing all of the preceding, using Software run on ExpertFile’s hosting servers or those of its hosting service provider(s) intended to enable Customer and Authorized Users to interact with the same via the worldwide web, as such Services may be revised as provided herein, and customer support services provided through such phone, e-mail or other contact mechanisms as our listed at http://www.ExpertFile.com/about.html, which support services will be delivered between 9 am and 5 pm Eastern Time in the United States, Monday through Friday (holidays excepted) with responses to customer service inquiries by the next business day.

“Software” means the software application(s) used by ExpertFile to provide the Services and any Enhancements thereto made available by ExpertFile to Customer and Authorized Users from time to time, including any desktop or mobile device application provided to Authorized Users by ExpertFile to facilitate ExpertFile’s provision of the Services. ExpertFile shall not be obligated to provide Enhancements that include new features or functionality for which ExpertFile generally charges a separate fee.

“Software and Services Implementation Agreement” (may also be referred to as the Software Purchase Agreement) means the document issued by Customer to order Services hereunder also referred to in these terms as the “Agreement”

“Term” means the Initial Term and any applicable Renewal Terms, as set forth in the “Software and Implementation Services Agreement”

“User Documentation” means the written material provided to Customer to describe the functionality and specifications of the Software and/or Services.

“User Identification” means the unique user identification name and password issued or otherwise assigned to each Authorized User for access to and use of the Services through the Customer Interface.

“ExpertFile Technology” means the Software and any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, user manuals, online documentation, products or other technology and materials of any kind, or any Enhancement thereto, used by ExpertFile in connection with the performance of the Services or made available by ExpertFile to Customer, any Authorized User or any third party.

2. Access to ExpertFile Services

2.1 Services. Subject to the terms and conditions of the Agreement, ExpertFile will perform the Services on behalf of Customer and Authorized Users during the Term. Promptly after the Effective Date set forth in the Agreement, ExpertFile will send User Identification information to allow the Initial Administrator to use the Services, including the creation of User Identification information for other Authorized Users including additional Administrators for the Customer. ExpertFile may delegate the performance of certain portions of the Services to third parties, provided ExpertFile remains primarily responsible to Customer for the delivery and performance of the Services. ExpertFile will host and maintain the Customer Interface, and provide Customer and Authorized Users access to the Customer Interface pursuant to password protected user accounts. ExpertFile may in its sole discretion modify, enhance or otherwise change the Software and/or Customer Interface without adversely affecting the Services features.

2.2 Restrictions on Use of Services. Customer agrees not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Services in a manner that sends more request messages to the ExpertFile servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. Customer agrees not to collect or harvest any personally identifiable information, including account names, from the Services nor to use the communication systems provided by ExpertFile for any commercial solicitation purposes. Customer agrees not to use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. In addition, Customer agrees not to engage in any of the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (ii) taking any action that imposes, or may impose at ExpertFile’s sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Services; (iv) impersonating another person or otherwise misrepresenting Customer’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide Customer’s (or an Authorized User’s) identity; (v) interfering with the proper working of the Services; or (vi) bypassing the measures that ExpertFile may use to prevent or restrict access to the Services.

2.3 Non-exclusivity. Customer acknowledges that the rights granted to it under it’s Agreement are nonexclusive, and that, without limiting the foregoing, nothing in its Agreement will be interpreted or construed to prohibit or in any way restrict ExpertFile’s right to (a) license, sell or otherwise make available the ExpertFile Technology or Services to any third party; (b) perform any services for any third party; or (c) license, purchase or otherwise acquire any software, technology, products, materials or services from any third party.

2.4 Suspension of Services. In the event Customer or any of its Authorized Users violate any of the terms set forth in Section 2.2, or in Section 3.2 of these Terms of Use or fails to pay any amount under the Agreement when due, in addition to any other remedies available at law or in equity, ExpertFile will have the right, in its sole discretion, to immediately suspend Customer’s and Authorized Users’ use and access to the Services until such breach is cured.

2.5 Authorized Users. Customer acknowledges and agrees that notwithstanding any permission to Authorized Users granted hereunder to access and use the Services, Customer is liable for all acts and omissions of its Authorized Users.

3. License; Restrictions on Use

3.1 License to Customer. Subject to the restrictions and limitations set forth in this Section 3 or elsewhere in the Terms of Use, ExpertFile hereby grants to Customer a nonexclusive, nontransferable, limited license, during the Term of the Agreement, to: (i) enable Authorized Users to access and use the Services through the Customer Interface; and (ii) use and reproduce any User Documentation to support Customer’s internal operations, subject and according to these Terms of Use solely for the Authorized Users’ use in the regular course of Customer’s business.

3.2 General Restrictions and Limitations. Section 3.1 sets forth the entirety of Customer’s right to access and use the Services and to make the Services available to Authorized Users. The License does not include the right to, and Customer will not directly or indirectly, (a) enable any person or entity other than Authorized Users to access and use the Services or ExpertFile Technology; (b) modify or create any derivative work based upon the Services or ExpertFile Technology; (c) engage in, permit or suffer to continue any unauthorized copying, reselling or distribution of the Services or ExpertFile Technology; (d) grant any sublicense or other rights to the Services or ExpertFile Technology; (e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any Software; or (f) remove, obscure or alter any Intellectual Property Rights notice related to the Software, the Services or the ExpertFile Technology. Customer will ensure, through proper instructions and enforcement actions, that all access to and use of the Services by Customer or Authorized Users’, or otherwise through Customer’s facilities, equipment, identifiers or passwords, will conform to the Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party or the Agreement.

3.3 License to ExpertFile. Subject to the terms and conditions of the Agreement, Customer hereby grants ExpertFile a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index the Customer Data in order to provide the Services, and for any other purpose, including the publishing of statistics or reports, provided that the identity of the Customer and/or its Authorized Users shall not be made available to any such third party. In conjunction with the foregoing, ExpertFile reserves the right to collect non-identifying and aggregate information about Customer and its Authorized Users and Customer understands and agrees that, in addition to the rights set out above, ExpertFile retains the right to share such aggregate information with: (i) ExpertFile’s collaborators and partners; and (ii) other third parties, from time to time, to analyze the effectiveness of and/or improve the Services, and for other similar purposes.

3.4 Software License. Subject to the terms and conditions of the Agreement, ExpertFile hereby grants to Customer a worldwide, personal, non-exclusive, non-transferable (except as expressly set out in the Agreement), time-limited license to possess, execute and use the Software to the extent necessary to use the Services. Customer agrees not to (and will not allow, direct or authorize any Authorized User or other person to): (i) use the Software for any purpose other than to make use of the Services; or (ii) use the Software other than in accordance with this Agreement.

3.5 Reservation of Rights. ExpertFile reserves all rights to the Services not otherwise expressly granted in this Section 3. No title to or ownership of the Services, the Software or the ExpertFile Technology, or any Intellectual Property Rights associated therewith is transferred to Customer, any Authorized User or any third party under the Agreement.

4. Access to the Services

4.1 Equipment, Services and Facilities. Customer is solely responsible for providing, installing and maintaining at its own expense all equipment, facilities and services necessary to enable Authorized Users’ access and use the Services through the Customer Interface, including, without limitation, all computer hardware and software, network system, communication service and Internet access.

4.2 Password. ExpertFile will issue User Identification information to enable each Authorized User to access and use the Services through the Customer Interface. Customer is solely responsible for tracking the User Identifications to specific Authorized Users and for ensuring the security and confidentiality of all User Identifications. Customer acknowledges that it is fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification will be deemed to have been performed by Customer. Customer will immediately notify ExpertFile of any unauthorized use of any User Identification or any other breach of security known to it. Use of any User Identification other than as provided in theses Terms of Use will be considered a breach of the Terms of Use by Customer.

4.3 Hours of Operation; Scope of Services. ExpertFile reserves the right at any time with reasonable advance notice to Customer to temporarily change the Services’ hours of operation or to limit Customer’s and Authorized Users’ access to and use of the Services in order to perform repairs, make modifications, or to do so without advance notice as a result of circumstances beyond ExpertFile’s reasonable control. ExpertFile may alter or modify all or part of the Services from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, products, services, software or changes in instructions.

4.4 Security. ExpertFile has implemented commercially reasonable technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, ExpertFile cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Customer Data for improper purposes. Customer acknowledges that all Customer Data is provided at Customer’s and Authorized Users’ own risk.

5. Right to Monitor

ExpertFile will have the right to review and monitor all use of the Services to ensure compliance with all of the terms of the Agreement. ExpertFile will also have the right to analyze user behaviour as a measure of interest in, and use of, the ExpertFile website and emails, both on an individual basis and in the aggregate, and otherwise to collect and create metadata about Customer’s use of the Services provided that such metadata is never disclosed to any third party other than in an anonymized and aggregate format.

6. Ownership

6.1 ExpertFile Content. Customer hereby acknowledge that all intellectual property rights in the Services, the Software and the ExpertFile Technology (excluding any Customer Data), collectively under this part the “ExpertFile Content”, are owned by ExpertFile, or ExpertFile’s licensors or partners and protected by applicable intellectual property and other laws, including but not limited to copyright, trade-mark, patent, confidential information and trade secret, and Customer will not use such proprietary information or materials in any way except for use of the Services in compliance with the terms of this Agreement. In particular, Customer agrees not to (i) permit any third party to access the ExpertFile Content, (ii) copy, reproduce, alter, adapt, aggregate, modify, publish, translate, deface, transmit, distribute, publicly perform or display, sell, decompile, disassemble, reverse engineer, or create derivative works from any aspect of the ExpertFile Content, or (iii) access the ExpertFile Content in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the ExpertFile Content.

6.2 Ownership of Customer Data. Subject only to the limited license expressly granted hereunder and ExpertFile’s rights under Sections 3 and 4 (above), as between Customer and ExpertFile, Customer and its Authorized Users shall retain all right, title and interest in and to the Customer Data and all Intellectual Property Rights therein. The Agreement will not confer on ExpertFile any right of ownership or interest in the Customer Data or the Intellectual Property rights therein, except in accordance with Section 3.3 hereof. Customer is solely responsible for the Customer Data that Authorized Users upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and Customer agrees that ExpertFile is only acting as a passive conduit for the online distribution and publication of the Customer Data. ExpertFile will not review, share, distribute, or reference any such Customer Data except as provided herein or as may be required by law.

6.3 Customer Representations Regarding Customer Data. Customer hereby represents and warrants that Customer owns all Customer Data posted using the Services or otherwise has the right to grant the license to ExpertFile set forth in this Terms f Use in respect of the Customer Data. Customer and its Authorized Users shall not post Customer Data that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to an Authorized User, or any other person or entity; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) may contain any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) may contain any information or content that is illegal; (vi) may contain any information or content that Customer does not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) may violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy (any such Customer Data being referred to as “Infringing Data”). Customer represents and warrants that the Customer Data does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. Customer understands and agrees that any loss or damage of any kind that occurs as a result of the content of any Customer Data is solely Customer’s responsibility. In the event ExpertFile becomes aware of any Infringing Data, ExpertFile may remove or change the Infringing Data.

7. Privacy and Disclosure

7.1 Privacy Policy. The terms and conditions of the ExpertFile Privacy Policy (which may be viewed at expertFile.com/privacy) shall apply to Customer Data and to Customer’s and its Authorized Users’ use of the Services, and Customer hereby acknowledges and agrees to the terms thereof. The ExpertFile Privacy Policy may be amended from time to time, which amendments shall be effective upon posting at the above URL. Customer acknowledges that ExpertFile employees or its agents may contact Customer and/or certain Authorized Users to assist them in realizing the maximum benefit from the Services.

7.2 Feedback. Customer may choose to or ExpertFile may invite Customer and/or Authorized Users to submit comments or ideas about the Services, including without limitation about how to improve the Services or ExpertFile products (“Ideas”). By submitting any Ideas, Customer on its own behalf and on behalf of each Authorized User agrees that such disclosure is gratuitous, unsolicited and without restriction and will not place ExpertFile under any fiduciary or other obligation, that ExpertFile is free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to Customer.

7.3 Disclosure of Customer Data. ExpertFile undertakes not to disclose to any third party any Customer Data, other than to the extent necessary in order to perform the Services, negotiate this Agreement and provide suggestions or Ideas. ExpertFile agrees that it shall use the same degree of care that it utilizes to protect its own confidential information of a similar nature to protect the secrecy of and avoid disclosure or use of Customer Data except as required to perform the Services. Furthermore, Customer Data may be disclosed insofar as such disclosure is necessary to allow ExpertFile to comply with applicable law, with a decision by a court of law or lawfully required by a public authority, but then only after first notifying the Customer of the required disclosure, unless such disclosure is prohibited. The foregoing confidentiality obligation shall apply during the Term and for a period of three (3) years after the expiration of the Agreement.

8. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THE HEREIN, ExpertFile DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY ERROR, DEFECT, DEFICIENCY, INTERRUPTION, INFRINGEMENT OR NONCOMPLIANCE IN THE SERVICES, THE SOFTWARE, THE ExpertFile TECHNOLOGY OR ANY OTHER ITEMS PROVIDED BY, THROUGH OR ON BEHALF OF ExpertFile, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. Some countries and jurisdictions do not allow the exclusion or limitation of implied warranties, so the above disclaimers and exclusions may not apply to Customer.

ExpertFile DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ExpertFile WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN CUSTOMER AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. Indemnification

9.1 Indemnity by Customer. Customer shall defend, indemnify and hold harmless ExpertFile and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s and Authorized Users’ use of and access to the Service, including any data or work transmitted or received by Customer or Authorized Users; (ii) Customer’s or an Authorized User’s violation of any term of the Agreement; (iii) Customer’s or an Authorized User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) Customer’s or an Authorized User’s violation of any law, rule or regulation of Canada or any other country; (v) any claim or damages that arise as a result of the posting, transmission or storage of any of Customer; or (vi) any other Party’s access and use of the Service with Customer’s or an Authorized User’s unique username, password or other appropriate security code.

9.2 Indemnity by ExpertFile. ExpertFile shall defend, indemnify and hold harmless Customer and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all third party claims that the Software and/or Services as provided by ExpertFile infringe a copyright or misappropriates a trade secret of that third party. If the Software and/or the Services become, or, in ExpertFile’s opinion are likely to become, the subject of such a claim, ExpertFile shall have the right to (i) obtain for Customer the right to continue using the Software and the Services, (ii) replace or modify the Software and/or the Services so that they become non-infringing, or (iii) terminate the Services and the license granted hereunder to the Software and provide a pro rated refund to Customer of the fees paid for the Services for the portion of the Term remaining at the time of such termination. THE FOREGOING STATES ExpertFile’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT.

ExpertFile will have no liability for any infringement claim to the extent it (i) is based on modification of the Services or Software by or at the direction of Customer or an Authorized User; (ii) results from failure of Customer to use an updated version of the Services or Software made available to Customer; (iii) is based on the combination or use of the Software or the Services with any other software, program or device not provided or specified by ExpertFile if such infringement would not have arisen but for such use or combination or (iv) results from Customer’s operation of the Software or the Service in a manner that is inconsistent with its intended use.

9.3 Indemnity Mechanics. The foregoing indemnities are contingent on the indemnified party: (a) promptly notifying the indemnifying party of any claim; (b) permitting the indemnifying party to control and manage the defence of any claim (and any settlement); and (c) cooperating with the indemnifying party in the defence of any claim (and any settlement). All costs and expenses incurred by the indemnifying party in providing the foregoing indemnity shall be paid by the indemnifying party. Any indemnified party may join in defense with counsel of its choice at its own expense. The indemnifying party will not settle or resolve any such claim in a manner that imposes any liability or obligation on the indemnified party without the advance written approval of the indemnified party, which must not be unreasonably withheld or delayed.

10. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ExpertFile AND CUSTOMER, THEIR RESPECTIVE DIRECTORS, EMPLOYEES OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL ExpertFile BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY UNAUTHORIZED ACCESS OR USE OF THE CUSTOMER DATA.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ExpertFile ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S OR AUTHORIZED USERS’ ACCESS TO AND USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO ERRORS OR INTERRUPTIONS IN THE SERVICES; (II) ANY ERRORS OR OMISSIONS IN, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF, ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (III) DAMAGE CAUSED BY THE POSTING, TRANSMISSION OR STORAGE OF CUSTOMER DATA SUBMITTED VIA AUTHORIZED USER ACCOUNTS, OR (IV) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY AUTHORIZED USER OR THIRD PARTY. IN NO EVENT SHALL ExpertFile, ITS DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO CUSTOMER OR ITS AUTHORIZED USERS FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AGGREGATE AMOUNT CUSTOMER PAID OR PAYABLE TO ExpertFile HEREUNDER DURING THE 12 MONTHS PRECEDING THE CLAIM.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ExpertFile HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

ExpertFile™ Terms of Use (Individual)

View Terms of Use (Corporate) Above

The following terms and conditions govern all use of the ExpertFile™ service and all content, services and products and apply to individual users (ExpertFile User) individual users who use the expert search functionality provided by ExpertFile to find and connect with experts individual users with profiles on the ExpertFile platform, and individual users who manage and maintain profiles on behalf of an organization, or interact with the Expertfile platform or content on expertfile.com or organization websites with integrated ExpertFile content. You agree that by registering on ExpertFile,accessing our software platform or by using our website and expert search functionality, including our mobile applications, developer platform, premium services, or other information provided as part of the ExpertFile services (collectively “ExpertFile” or the “Services”), you are entering into a legally binding agreement with ExpertFile Inc. based on the terms of this ExpertFile User Agreement and the ExpertFile Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become a ExpertFile user (“User”). If you are using ExpertFile on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become a ExpertFile User, do not conclude the Agreement, do NOT click “Sign-up with ExpertFile” and do not access, view, download or otherwise use any ExpertFile webpage, information or services. By completing the sign-up process or using the expert search and connect features for finding and contacting experts you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By completing the sign-up process you also consent to use electronic signatures and acknowledge your click of the “Sign Up” button as one. Please note that the ExpertFile User Agreement and Privacy Policy are also collectively referred to as ExpertFile’s “Terms of Service.”

YOUR OBLIGATIONS

Applicable laws and this Agreement You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections: You own the information you provide ExpertFile under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. If you delete information, ExpertFile will use reasonable efforts to remove it from your profile, but you acknowledge that caching or references to this information may not be made immediately unavailable. By submitting information to us for inclusion on your profile, you grant ExpertFile a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your profile. You also represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your ExpertFile profile information accurate and updated.

User Account Registration In order to access certain features of the ExpertFile site and application, and to connect with other users you must register to create an account. We will create your ExpertFile account and your ExpertFile account profile for your use of the site and application based upon the information you provide to us. You may not have more than one (1) active ExpertFile Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ExpertFile reserves the right to suspend or terminate your ExpertFile account and your access to the site, application and other services if you create more than one (1) ExpertFile Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.

User Profile Information While ExpertFile requires users to provide accurate information, we do not attempt to confirm, and do not confirm, any user’s purported identity or reputation. You are responsible for determining the identity and suitability of users or others who you contact via the ExpertFile service. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. User profiles may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. User profiles may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. ExpertFile disclaims any responsibility for any harm resulting from the use by visitors of user profiles, or from any downloading by those visitors of any content posted. We will not be responsible for any damage or harm resulting from your interactions with other users. By using the ExpertFile site, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from ExpertFile with respect to such actions or omissions.

Interactions With Other Users ExpertFile IS NOT A SPEAKERS BUREAU. ExpertFile acts as an information service for media, event organizers, prospects and others looking for experts and charges subscription fees for listings on its online site. ExpertFile does not act as an agent to schedule speakers, negotiate speaker or consulting fees, nor does it collect any fees related to expert appearances, product sales or other professional engagement. Any fees displayed in expert listings on the site are guidelines provided by the expert or their representative. ExpertFile accepts no responsibility for the accuracy of these fees.

You acknowledge and agree that you are solely responsible for any and all information you post or send to any user. Accordingly, you represent and warrant that any information you post or send to any user will not breach any agreements you have entered into with any speaker bureaus, sponsors or other third parties and (ii) will (a) be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply and; b) not conflict with the rights of third parties. Any agreement you enter into with another user is between you and the other user and ExpertFile is not a party thereto.

Through the use of the ExpertFile Inquiry form for the purposes of communicating with Experts you acknowledge that ExpertFile has implemented the Invisible reCAPTCHA technology and that your use of the Invisible reCAPTCHA is subject to the Google Privacy Policy - and Terms of Use in addition to the following terms of use. In addition, you acknowledge and understand that the reCAPTCHA works by collecting hardware and software information, such as device and application data and the results of integrity checks, and sending that data to Google for analysis.

ExpertFile makes certain tools and information available to its users to help them make informed decisions about which users they choose to communicate and connect with. Users of the ExpertFile service, not ExpertFile, are solely responsible for honoring any confirmed bookings. Financial or other consequences resulting from a failure of either an event organizer, organization or individual speaker to honor a booked speaking engagement is the responsibility of the speaker and event organizer. If you, as a user of the ExpertFile service, choose to enter into an agreement or transaction with another user of the service, you understand and agree to accept any terms, conditions, rules and restrictions associated with such arrangement with the other user. ExpertFile does not vouch for the abilities or expertise of an individual expert or the quality of a speaking appearance, media appearance or professional engagement. You acknowledge and agree that you, and not ExpertFile, will be responsible for performing the obligations of any such agreements, and ExpertFile is not a party to such agreements and disclaims all liability arising from or related to any such agreements. ExpertFile reserves the right, but has no obligation, to monitor disputes between you and other users and to restrict, suspend, or close your account if ExpertFile determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

Content Posted on Other Profiles We have not reviewed, and cannot review, all of the material, including computer software, made available through the profiles and web pages to which ExpertFile links, and that link to ExpertFile. ExpertFile does not have any control over those non-ExpertFile profiles and web pages, and is not responsible for their contents or their use. By linking to a non- ExpertFile profile or webpage, ExpertFile does not represent or imply that it endorses such profile or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. ExpertFile disclaims any responsibility for any harm resulting from your use of non-ExpertFile profiles and web pages.

Username Conflicts Provisioning of usernames is at the sole discretion of ExpertFile. ExpertFile does not permit the practice of deliberately claiming a recognizable name that does not belong to the claimant (ie. "name squatting"). Beyond prevention of infringement on trademarks, brands and DBA names, ExpertFile is committed to ensuring the right of individuals in the public sphere to claim their legal names and associated monikers on the Service. By registering a recognized name (e.g. that of a notable professional, celebrity, recording artist, or actor) you agree to forfeit that username should the rightful owner protest your claim. With no prior notice, ExpertFile reserves the right to suspend or delete any and all uploaded assets, including text and images, and re-assign the account email and password to the authenticated claimant. You must not describe or assign keywords or tags to your ExpertFile profile in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. ExpertFile may change or remove any description, keyword or tag that it considers inappropriate or unlawful, or otherwise likely to cause ExpertFile liability.

Copyright Policy If you believe that material located on or linked to by ExpertFile violates your copyright, you are encouraged to notify ExpertFile at support@ExpertFile.com ExpertFile will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. In the case of a visitor who may infringe or repeatedly infringes the copyrights or other intellectual property rights of ExpertFile or others, ExpertFile may, in its discretion, terminate or deny access to and use of the Profile. In the case of such termination, ExpertFile will have no obligation to provide a refund of any amounts previously paid to ExpertFile.

Service Eligibility To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a ExpertFile account, (3) are not a competitor of ExpertFile or are not using the Services for reasons that are in competition with ExpertFile; (4) will only maintain one ExpertFile account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of ExpertFile, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and Internet access necessary to use the Services.

Sign-In Credentials You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; and (4) refrain from selling, trading, or otherwise transferring your ExpertFile account to another party. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please visit ExpertFile’s customer service site.

Indemnification You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, (3) any speaking appearance, media appearances or professional engagements you initiate through the ExpertFile service and (4) any additional activity in which you engage on or through ExpertFile.

Fees and Payment Optional premium paid services are available on ExpertFile. By selecting a premium service you or your organization agrees to pay ExpertFile the monthly or annual subscription fees indicated for that service. Payments will be charged on the day you sign up for a premium service and will cover the use of that service for a monthly or annual period as indicated. Premium service fees are not refundable. If you purchase any services that we offer for a fee, either on a one- time or subscription basis (“Premium Services”), you agree to ExpertFile storing your payment card information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. You also acknowledge that ExpertFile’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

Services Fees Payment ExpertFile reserves the right to change the payment terms and fees for its services upon thirty (30) days prior written notice to you.

Support Services Services include access to email support. “Email support” means the ability to make requests for technical support assistance by email (with reasonable efforts by ExpertFile to respond) concerning the use of the Services. ExpertFile reserves the right to provide priority support services for premium paid customers that takes priority over support for users of the standard, free ExpertFile profile services.

Notify Us of Acts Contrary to the Agreement If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.

Notifications and Service Messages For purposes of service messages and notices about the Services to you, ExpertFile may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from ExpertFile to an email address associated with your account, even if we have other contact information. You also agree that ExpertFile may communicate with you through your ExpertFile account or through other means including email, mobile number, telephone, or delivery services including the postal service about your ExpertFile account or services associated with ExpertFile. Please review your Settings to control what kind of messages you receive from ExpertFile. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

Privacy You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

Contributions to ExpertFile By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to ExpertFile through its suggestion or feedback web pages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) ExpertFile is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) ExpertFile shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) ExpertFile may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to ExpertFile all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from ExpertFile under any circumstances.

YOUR RIGHTS On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of ExpertFile or its Users), view information and use the Services that we provide on ExpertFile web pages and in accordance with this Agreement. Any other use of ExpertFile contrary to our mission and purpose (such as seeking to connect to someone you do not know or trust, or to use information gathered from ExpertFile commercially unless expressly authorized by ExpertFile) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in ExpertFile and all related items, including any and all copies made of the ExpertFile website.

OUR RIGHTS AND OBLIGATIONS

Services Availability For as long as ExpertFile continues to offer the Services, ExpertFile shall provide and seek to update, improve and expand the Services. As a result, we allow you to access ExpertFile as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue ExpertFile, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. ExpertFile further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by ExpertFile to be contrary to this Agreement. For avoidance of doubt, ExpertFile has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. From time to time, ExpertFile will be required to be offline for scheduled updates and feature enhancements.

Third Party Sites and Developers ExpertFile may include links to third party web sites (“Third Party Sites”) on www.ExpertFile.com, developer.ExpertFile.com, and elsewhere. ExpertFile may enable third party developers (“Platform Developers”) to create applications (“Platform Applications”) that provide features and functionality using data and developer tools made available by ExpertFile through its developer platform. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms and/or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not. ExpertFile is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. ExpertFile also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application. Please note: If you allow an Platform Application or Third Party Site to authenticate to or connect with your ExpertFile account, that application or website can access information on ExpertFile related to you and your connections.

Disclosure of User Information You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of ExpertFile, our Users or the public. Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the privacy policy.

DISCLAIMER SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. DO NOT RELY ON ExpertFile, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR ExpertFile AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. ExpertFile DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY ExpertFile OR ANYTHING RELATED TO ExpertFile, YOU MAY CLOSE YOUR ExpertFile ACCOUNT AND TERMINATE THIS AGREEMENT AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. ExpertFile IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES, TRANSMISSION OF ANY OTHER USER GENERATED CONTENT SENT THROUGH ExpertFile TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. ExpertFile DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS OR ORGANIZATIONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, ExpertFile DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

SERVICE INTERRUPTION ExpertFile DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. ExpertFile DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, ExpertFile DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE ExpertFile SITE DUE TO INAPPROPRIATE

EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

LIMITATION OF LIABILITY

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CUSTOMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither ExpertFile nor any of its affiliated companies, employees, shareholders, or directors (“ExpertFile Affiliates”) shall be cumulatively liable for (a) any damages; or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from ExpertFile. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall: a) Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and b) Not apply to any damage that ExpertFile may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement; c) Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

TERMINATION

Mutual rights of termination You may terminate this Agreement, for any or no reason, at any time, with notice to ExpertFile. This notice will be effective upon ExpertFile processing your notice. ExpertFile may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only ExpertFile or the party paying for the services may terminate your access to any Premium Services. Termination of your ExpertFile account includes disabling your access to ExpertFile and may also bar you from any future use of ExpertFile.

Misuse of the Services ExpertFile regularly audits all profiles to ensure they are in keeping with both the specific terms and intention of the service. ExpertFile may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes abusing the ExpertFile messaging services; creating multiple or false profiles; using the Services commercially without ExpertFile’s authorization, using the services in an overly commercial or advertorial purpose, infringing any intellectual property rights, or any other behavior that ExpertFile, in its sole discretion, deems contrary to its purpose.

Effect of Termination Upon the termination of your ExpertFile account, you lose access to the Services.

GENERAL TERMS

Severability If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

Language Where ExpertFile has provided you with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with ExpertFile.

Notices and Service of Process We may notify you via postings on www.ExpertFile.com. You may contact us here. Or via mail or courier at: ExpertFile Inc., Attn: Legal Dept., 240 Richmond Street W. Toronto, Ontario, M5V 1V6, Canada. Additionally, ExpertFile accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

Entire Agreement You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other ExpertFile services, third-party content or third party software.

Amendments to this Agreement We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.ExpertFile.com or notifying you otherwise. For example, ExpertFile presents a banner on the site when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time.

No informal waivers, agreements or representations Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any ExpertFile Affiliate shall be deemed legally binding on any ExpertFile Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of ExpertFile.

No Injunctive Relief In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

Assignment and Delegation You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, effective upon notice to you, ExpertFile Inc. for any third party that assumes our rights and obligations under this Agreement.

Potential Other Rights and Obligations You may have rights or obligations under local law other than those enumerated here.

ExpertFile USER OBLIGATIONS

As a condition to access ExpertFile, you agree to this User Agreement and to strictly observe the following

OBLIGATIONS: Do undertake the following: Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;

Provide accurate information to us and update it as necessary; Review and comply with our Privacy Policy; Review and comply with notices sent by ExpertFile concerning the Services; and Use the Services in a professional manner.

Do not undertake the following:

Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to ExpertFile;
Publish inaccurate information in the designated fields on user profile form. Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature to parties you do not wish to connect with;
Create a user profile for anyone other than a natural person;
Harass, abuse or harm another person, including sending unwelcomed communications to others using ExpertFile; Invite people you do not know to connect on ExpertFile;
Upload a profile image that is not your likeness or a head-shot photo; Use or attempt to use another's account without authorization from the Company, or create a false identity on ExpertFile;
Upload, post, email, send internal communications, or otherwise make available or initiate any content that: Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by ExpertFile);
Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using ExpertFile invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using ExpertFile to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases;
Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of ExpertFile or any User of ExpertFile; Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or
Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on ExpertFile (excluding content posted by you) except as permitted in this Agreement, ExpertFile’s developer terms and policies, or as expressly authorized by ExpertFile;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof Utilize or copy information, content or any data you view on and/or obtain from ExpertFile to provide any service that is competitive, in ExpertFile’s sole discretion, with ExpertFile;
Imply or state, directly or indirectly, that you are affiliated with or endorsed by ExpertFile unless you have entered into a written agreement with ExpertFile (this includes, but is not limited to, representing yourself as an accredited ExpertFile trainer or agent if you have not been certified by ExpertFile as such);
Adapt, modify or create derivative works based on ExpertFile or technology underlying the Services, or other Users’ content, in whole or part, except as permitted under ExpertFile’s developer program;
Rent, lease, loan, trade, sell/re-sell access to ExpertFile or any information therein, or the equivalent, in whole or part;
Deep-link to the ExpertFile site for any purpose, (i.e. including a link to a ExpertFile web page other than ExpertFile’s home page) unless expressly authorized in writing by ExpertFile or for the purpose of promoting your profile or a Group on ExpertFile as set forth in the Brand Guidelines
Remove any copyright, trademark or other proprietary rights notices contained in or on ExpertFile, including those of both ExpertFile and any of its licensors;
Remove, cover or otherwise obscure any form of advertisement included on ExpertFile;
Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from ExpertFile except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
Share information of non-Users without their express consent; Infringe or use ExpertFile’s brand, logos and/ or trademarks, including, without limitation, using the word “ExpertFile” in any business name, email, or URL or including ExpertFile’s trademarks and logos except as provided in the Brand Guidelines or as expressly permitted by ExpertFile;
Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
Use bots or other automated methods to access ExpertFile, add or download contacts, send or redirect messages, or perform other activities through ExpertFile, unless explicitly permitted by ExpertFile; Access, via automated or manual means or processes, ExpertFile for purposes of monitoring ExpertFile’s availability, performance or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of ExpertFile’s website;
Attempt to or actually access ExpertFile by any means other than through the interfaces provided by ExpertFile such as its mobile application or by navigating to http://www.ExpertFile.com using a web browser. This prohibition includes accessing or attempting to access ExpertFile using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including ExpertFile;
Attempt to or actually override any security component included in or underlying ExpertFile;
Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load
on ExpertFile’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or ExpertFile personnel, attempting to gain unauthorized access to ExpertFile, or transmitting or activating computer viruses through or on ExpertFile;

Interfere with or disrupt or game ExpertFile or the Services, including, but not limited to, any servers or networks connected to ExpertFile, in particular ExpertFile's search or reputation management algorithms.

TERMS RELATED TO FEES AND BILLING Some products and services available through or in connection with ExpertFile require that Users purchase a subscription or otherwise pay a fee. As a premium services user you are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of Your ExpertFile account by you or anyone else using Your account. ExpertFile reserves the right to modify the fees charged for ExpertFile products and services from time to time, provided that such new fees shall not take effect earlier than thirty (30) days after ExpertFile notifies You via email or otherwise of such modified fees.

CHARGES ON YOUR BILLING ACCOUNT ExpertFile bills you through an online account (Your "Billing Account") for services and items obtained through the ExpertFile (the "Products"). You agree to pay ExpertFile all charges at the prices then in effect for any Products ordered by you or other persons (including Your agents) using Your Billing Account, and you authorize ExpertFile to charge Your chosen payment method (Your "Payment Method") for such Products. You agree to make payment using that selected Payment Method. ExpertFile reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT IN ORDER TO RECEIVE THE PRODUCTS AND SERVICES ORDERED. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY ExpertFile IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING SUPPORT@ExpertFile.COM IF YOU FAIL TO PROVIDE ExpertFile WITH ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT ExpertFile MAY CONTINUE CHARGING YOU FOR ANY

PRODUCT OR SERVICE PROVIDED UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR SUCH PRODUCT OR SERVICE.

Currency exchange settlements will be based on Your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of Your chosen Payment Method (the "Payment Method Provider"). If ExpertFile does not receive payment from Your Payment Method Provider, you agree to pay all amounts due on Your Billing Account upon demand. Prices for all Products exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise. To the extent permissible by law, you agree to be responsible for any applicable taxes and telecommunication charges, whether or not such amounts are charged to Your Billing Account or Payment Method. If the amount to be charged to Your Billing Account varies from the amount you preauthorized, you have the right to receive, and ExpertFile shall so provide, notice of the amount to be charged and the date of the charge at least 10 days before the scheduled date of the transaction. Any agreement you have with the Payment Method Provider will govern Your use of Your Payment Method. You agree that ExpertFile may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

ExpertFile MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (CONFIRMED IN WRITING UPON REQUEST) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE ExpertFile REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, CONTACT CUSTOMER SERVICE AT SUPPORT@ExpertFile.COM

Your non-termination or continued use of the Products on Your Billing Account reaffirms that ExpertFile is authorized to charge Your Payment Method. ExpertFile may submit those charges for payment and you will be responsible for such charges. Those submissions will not waive ExpertFile's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially ordered the applicable Product.

DUE DATE; LATE CHARGE; COLLECTION COSTS The amount due to ExpertFile for Your Billing Account must be paid in full by Your Payment Method Provider on the date such payment is requested by ExpertFile, not later than 30 days after the billing date; you are not entitled to carry forward a balance. You agree to pay late charges that may be assessed by ExpertFile on amounts due but not timely paid. The late charge will be 1% per month (or 12% per annum) on the total amount due but not paid; but if such rate is in excess of any allowable rate under applicable laws, then you will instead be charged the rate that is permitted by law. ExpertFile reserves the right to refer Your Billing Account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of this User Agreement and in collection of any delinquent amounts due, including reasonable attorneys' fees and costs.

PAYMENT DEFAULT If ExpertFile does not receive payment for any premium services charges to Your Billing Account, you will be in default and ExpertFile may suspend or cancel Your Billing Account and Your access to any or all ExpertFile Products and Services. If Your Payment Method Provider seeks return of payments previously made to ExpertFile, but ExpertFile in good faith believes that you are liable for the charge and applicable law allows the Payment Method Provider to seek payment from you, you will also be in default and ExpertFile may cancel Your Billing Account and Your access to any or all Products and Services.

CANCELLATION OR SUSPENSION FOR DEFAULT MAY BE MADE WITHOUT PRIOR NOTICE TO YOU AND UPON SUCH CANCELLATION OR SUSPENSION, ExpertFile MAY STOP DELIVERY OF ANY PRODUCT OR SERVICE, AND ANY INFORMATION YOU HAVE STORED ON A ExpertFile ACCOUNT MAY NOT BE RETRIEVED AT A LATER DATE.

TERMINATION, CANCELLATION OR SUSPENSION; REFUNDS ExpertFile may, in its discretion, terminate, cancel, or suspend an accepted order if ExpertFile is notified that Your Payment Method has expired or has been canceled, or if ExpertFile has reason to believe that any Billing Account information provided to ExpertFile is untrue, inaccurate, not current or incomplete. Termination, cancellation or suspension, whether by you or ExpertFile, will not alter Your obligation to pay all charges made to Your Billing Account before such termination, cancellation or suspension (including charges made after termination by you but before ExpertFile could reasonably act on Your termination notice). Subject to any withdrawal right you may have under applicable law, You will not be entitled to any refunds upon termination, cancellation or suspension unless this User Agreement or the cancellation policy on the cancellation policy page of the ExpertFile website expressly so provides. If You notify ExpertFile by phone at 1-800-693-9126 or in writing that You are canceling one or more ExpertFile services or products, fees pre-paid by You to ExpertFile for ExpertFile products or services will be credited back to Your applicable credit card in accordance with the ExpertFile cancellation policy. ExpertFile is not required to refund directly to You any amounts paid hereunder. In the event that ExpertFile terminates Your ExpertFile account or one or more of Your ExpertFile services for violation of these Terms of Service or the Additional Terms, You will not be entitled to the return of any fees paid with respect to any such terminated account service. Except as otherwise required by law, the costs of any returns if permitted will be at Your expense.

GENERAL You represent and warrant that you are an individual (or in the case of an entity, an agent of the entity) authorized to use the designated Payment Method. You agree to pay for all charges (including charges by other persons) and to comply with Your responsibilities and obligations as stated in these Terms of Service. If you are an agent of an entity user, you represent and warrant that you are duly authorized to legally bind the entity to all terms and conditions of these Terms of Service and that you have made the entity aware of them. You agree not to assign, transfer or sublicense any rights in

YOUR BILLING ACCOUNT

CHANGES TO SERVICES, TERMINATION BY ExpertFile ExpertFile may change any of the ExpertFile services at any time and from time to time without notice, including terminating the offering of any ExpertFile service altogether. ExpertFile may terminate Your account, Your access to ExpertFile or any of Your ExpertFile services (in whole or in part) at any time, with or without cause, and with or without notice. You may be barred from accessing any of Your ExpertFile services or from using the ExpertFile service or from receiving any products, services or benefits from ExpertFile, if ExpertFile determines You have violated this User Agreement or any Additional Terms, if You have failed to remit any applicable subscription fees when due, if any representation or warranty made by You is untrue in any respect or if ExpertFile receives a court order or other legal action relating to Your account. In addition, if You violate any of these Terms of Service, or any applicable Additional Terms You will forfeit all in-kind credits and any other amounts accruing to You (if any) in connection with the ExpertFile Network and there will be no refund of any fees prepaid by You.

Billing & Cancellation Policy When ExpertFile subscribers sign up for a premium service on a monthly subscription, their credit cards are charged the full monthly charge for the service in advance. We strive to offer the highest quality of service and we would ask you to contact support@ExpertFile.com in order to resolve any billing errors or other issues you or your organization may have. You may cancel your service and automatic billing at any time. ExpertFile offers a No Risk, 30 Day, 100% Money Back Guarantee of your fees paid as a new premium services user. If you as a user are not completely satisfied with the value of service you receive, and you notify us prior to the end of this period, ExpertFile will promptly refund your full investment. Refunds are subject to the terms outlined below. You will receive a verification via email after you submit your request for cancellation. Please print your verification notice and keep it for your records.

Refunds for Annual Subscribers ExpertFile annual subscribers will have their credit cards charged the full amount of the service when they sign up and are subject to the following penalties* under the cancellation policy: Cancellations within 30 days of the billing date will be refunded the full billing amount less $100. If you cancel 31 - 90 days after the billing date, you will be refunded 50% of the total fee charged for the service. If you cancel 91 - 180 days after the billing date, you will be refunded 25% of the total fee charged for the service. If you cancel 180 or more days after the billing date, you will not receive any refund.

Note About Failed Payments: You must cancel your account using the procedure stated below to stop billing. A failed charge will not close your account. As per our terms of service, YOU AGREE THAT ExpertFile MAY CONTINUE CHARGING YOU FOR ANY PRODUCT OR SERVICE PROVIDED UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR SUCH PRODUCT OR SERVICE

Canceling Your Premium Account and Switching to a Free Account You can switch your ExpertFile account on the Settings page. Here are some points to note when canceling your premium account:

Your premium account will be switched to a free basic account.

Contact us at least 5 business days before your renewal date to prevent unwanted charges.
Cancellation will end billing and remove your access to any premium features at the end of your current billing.
Changes will be effective on the billing expiration date of your current premium subscription.
You will be notified once your request has been processed at the email address we have on file that you
provided to us on registration

Service Cancellation Request: Closing your Basic (Free) Account If you close your ExpertFile account, you will not have access to any information you have added to your account, including active and pending connections and bookings. It also means that your profile will no longer be visible on the ExpertFile service. You can close your ExpertFile account on the Settings page.

Closing a Premium Services (Paid) Account In the event you wish to cancel and remove your ExpertFile premium account from our system, please fill out the form below to request a cancellation. We strive to offer the highest quality of service and we would ask you to contact support@ExpertFile.com in order to get any issues resolved. However if you still wish to cancel you may do so by sending an email to support@ExpertFile.com with the following information:

First & Last Name
ExpertFile User Name
Email Address
Type of Plan Name(s) that should be canceled
Reason for Cancellation (please also note if there is there anything we can do to keep your business)
Other Notes / Comments

Please also note that cancellation requests are only processed during regular business hours and may take up to 5 business days to complete your request. You must submit your cancellation request using the email address listed on the billing account, otherwise we will have to ask you to resubmit the form as we can only cancel the account with the primary email address on the account. If you have a PayPal Subscription with us, you MUST CANCEL your PayPal Subscription, or else your PayPal Account will continue to send us money after you cancel. We are not responsible for failure to

cancel your PayPal Subscription. If you are migrating your profile data to another service, DO NOT submit your cancellation request to us until your data has been transferred to your new service. Your account is not considered canceled until at which time a representative states your account has been canceled. Simply submitting this cancellation notice to ExpertFile does not mean that your account is cancelled. All requests are manually reviewed and processed by our staff. If any of the above verification information does not match your account records, we will contact you via email to confirm the correct details. Your account is not cancelled until you receive an email from a member of our staff (not an automated reply) confirming that your account cancellation was completed. We may require additional information after submitting this request. Therefore please do not consider your account canceled until a member of our staff states it has been canceled. Submission of this information confirms that you have read, understand, and accept the above terms. We are not responsible for errors resulting from your failure to read the above.

COMPLAINTS REGARDING CONTENT POSTED ON THE ExpertFile WEBSITE.

ExpertFile provides a process for submission of complaints concerning content posted by our users.