Partner Terms & Conditions
These Partner Terms and Conditions (this “Agreement”) are between HeyExpert (the “Platform Provider”) and applies to all users (“you” or “Partner”) who access and/or use the HeyExpert platform as a Partner to provide online advice and services (the “Expert Platform”) to consumers who have purchased a subscription (“Members”).
What is HeyExpert?
HeyExpert is an expert platform that allows Members to connect with a Partner to ask questions or request advice and/or services directly from such a Partner (the “Expert Platform”). The Expert Platform, enables Members to communicate directly with the Partner and pay for a subscription for access to these services on a recurring basis. Additionally, Partners may apply to be a hub leader (“Hub Leader”) to provide information and resources to support Partners within a specific field of expertise.Disclaimer – No Guarantees regarding Accuracy or Partner VerificationYOU ACKNOWLEDGE AND AGREE THAT THE EXPERT PLATFORM IS BEING PROVIDED FOR USE AS IS. THE USE OF THE EXPERT PLATFORM IS ACCORDINGLY BEING MADE AT YOUR SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. THE PLATFORM PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY ITS MEMBERS.If you decide to provide your services through the use of the Expert Platform, you must exercise a reasonable standard of care, at least the same as a professional expert would in a similar transaction not conducted through the internet, or the standard of care mandated by your profession, whichever is higher. You shall not have any plea, claim or demand against the Expert Platform Provider, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents in respect of any services you provide in connection with the use of the Expert Platform. The Expert Platform Provider will not be deemed the provider or recipient of any services acquired through the Expert Platform. The sale or purchase of services is accordingly at your sole and entire risk.Under no circumstances will the Platform Provider, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents be liable to any Partner for any indirect, incidental, consequential, special, punitive or exemplary damages (including but not limited to loss of business, revenue, profits, use, data or other economic advantage), however it arises, whether in action of contract, negligence or other tortious action, or arising from the services or any provision of this agreement. The Expert Platform Provider, its affiliates, their respective officers, directors, shareholders, employees, sub-contractors and agents’ aggregate liability for direct damages arising with respect to this agreement will not exceed the lesser of total amount of money paid to you through the Expert Platform in the six month period prior to the date the claim arose and $100. You acknowledge and agree that the Expert Platform Provider disclaims any liability with respect to any claim, suit or action brought by a member in connection with provision of any services by you (including, without limitation, representations by you as to your qualifications and advice) through the Expert Platform.HeyExpert does not control the accuracy of any postings on or transmissions through the Platform by Members. HeyExpert also takes no responsibility for verifying the identity of any of its Members.
Relationship of the Parties
Partners are independent contractors of the Platform Provider, and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee, or agency relationship between a Partner and the Platform Provider for any purpose. Neither party shall have or hold itself out to any third party as having any authority to make any statements, representations, or commitments of any kind or to take any action that shall be binding on the other, except as provided for in this Agreement or authorized in writing by the party to be bound.As independent contractors, Partners shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Platform Provider to its employees. Platform Provider shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on Partners’ behalf. As an independent contractor, each Partner shall be independently and solely responsible for any income, sales and use, or other tax which Partner may be or become obligated to pay by virtue of Partner’s receipt of any fees or other remuneration. Partners shall be responsible for, and shall indemnify Platform Provider against all such taxes or contributions including penalties and interest.
Modifications to and Termination of Service and Partner Relationship
The Platform Provider may modify or discontinue, temporarily or permanently, any part of the Expert Platform, with or without notice to Partner without liability to Partner or any third party. The Platform Provider, in its sole discretion, may terminate these Terms and Conditions upon notice to You: (i) upon any breach by You, (ii) for Your inadequate performance or provision of services to Members; or (iii) at any time in its sole discretion or the discretion of the applicable Hub Leader. You may terminate this Agreement on 20 days’ notice by providing notice at support.hey-expert.com.
Partners set their fees. Each Partner and Hub Leader may have the option to enter into a separate customized agreement that will govern the fee arrangement between the Partner and Hub Leader (“Customized Fee Agreement”). Customized Fee Agreements relate only to the revenue share between Partner and Hub Leader; all other processing fees, platform provider fees, and affiliate fees listed below remain unchanged.After a 2.9% processing fee has been deducted, the remainder of the fee is payable as follows:Traffic generator is the partner:
You agree that you will respond to all communications from Members within a reasonable amount of time. The Platform Provider has the right to institute or modify required response times upon notice to you.
By accessing and/or using the Expert Platform, you represent, warrant, and agree to the following:Hub Leaders represent and warrant that they will ensure that all Partners within their group adhere to these Partner Terms and Conditions.You are at least 18 years of age. If you are under the age of 18, you may not use or register for the Expert Platform or provide any personal information to us. HeyExpert reserves the right to immediately terminate any member account and delete his or her information if it believes the member is under the age of 18.You will not provide or attempt to provide any service or advice that you are not qualified to provide, including legal or medical advice or other advice/information which may only be lawfully provided by a licensed professional who has established a physician-patient relationship, attorney-client, or other relationship.
If you are a medical professional or Partner:
You will not engage in the practice of medicine or enter into a physician-patient relationship with any Member through the Expert Platform or prescribe or dispense any medications. You will advise Members that your advice is for informational purposes only and is not a substitute for the advice of a physician after a physical examination and will recommend that Members seek an in-person examination from a physician. Accordingly, you will not provide advice or information that requires an in-person physical examination of a Member.You may provide advice or information only about non-emergency matters. For emergency matters, you will instruct the Member to immediately call 911 or their local emergency assistance.You will not provide advice regarding purchasing or selling securities or any report or analysis concerning securities or any product or services related to lotteries.You will not engage in conduct that is harmful, unethical, fraudulent, deceptive, misleading, or offensive.You will provide services to Members only through the Expert Platform and will not exchange personal contact information with Members.You will not take actions which may manipulate the integrity of the Member feedback rating system.You will comply with all applicable laws, rules, regulations, and ethical codes.You will not stalk, threaten, or harass others or attempt to invade their privacy.You will not disclose information that was provided to you by a Member.You will not transmit through the Expert Platform: (a) any information or material that infringes a third-party right; (b) any third-party advertisements; (c) software viruses, Trojan horses, worms, or any other malicious application; (d) any information or material which may encourage conduct that is a criminal offense, a civil wrong, or otherwise violates any applicable law; (e) any content that is unlawful, harassing, threatening, vulgar, racist, harmful, or otherwise objectionable; (f) any unsolicited mass distribution of email or bulletin board postings.You will not interfere with, disrupt, or attempt to gain unauthorized access to the Expert Platform or its related servers or networks or operate robots or spiders to scan the Expert Platform.You may not view the Expert Platform with a graphic user interface different from the one provided by the Expert Platform.
Co-Branded Websites and Links/Advertisements
Hub Leaders are responsible for recruiting Partners, ensuring each Partner complies with these Terms and Conditions, and reviewing the Partners’ profiles.
Partner and Member Communications
The Platform Provider is not responsible for screening or editing the content of communications between Partners and Members, but the Platform Provider may screen, copy, transmit and review all communications conducted by or through the Expert Platform for technical support and/or in order to uphold the terms of this Agreement. All communications between Partners and Members are NOT encrypted and thus may be subject to unauthorized interception and monitoring.Messages between Members and Partners are stored on the Expert Platform servers and are available for review by Partners and Members. You acknowledge and agree that because Members may retain transcripts, recordings, and other communications with Partners as part of their purchase of services from Partners, that you do not have the right to delete such communications or the information contained within such communications.
All users are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content.
Intellectual Property Rights
The Expert Platform contains copyrighted material, trade secrets and proprietary information owned by the Platform Provider, in particular the copyright, trademarks, database and patents, in the Expert Platform and in any software, application, graphics, text and other materials used therein, The Platform Provider grants you a nonexclusive, revocable right to use the Expert Platform provided that you do not copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover any source code, or breach this Agreement.This Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Expert Platform. You may not create derivative software based upon any trade secret, intellectual property or proprietary information of the Expert Platform or the Platform Provider. Furthermore, you may not sub-license, assign or transfer, sell or make any other commercial use of your membership in the Expert Platform.You may not adapt or use any trademark or trade name, domain name similar to or likely to be confused with that of the Platform Provider or the Expert Platform, or take any other action which infringes or impairs the Platform Provider’s trademark rights.
The Expert Platform respects the intellectual property of others, and we ask our users to do the same. The Expert Platform may terminate the account or access of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work, including the location where the copyrighted work exists; your telephone number, and email address; a statement by you that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. The Site’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:By mail:
Kato Acquisition Sub, Inc.
Attn: Legal Dept.
475 10th Avenue
New York, NY 10018By email: email@example.com
Partner shall defend, indemnify and hold Platform Provider, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the “Indemnified Parties”) harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by Partner according to this Agreement; (b) any content Partner submits, posts or transmits through the Expert Platform or otherwise provided by Partner; and (d) Partner’s use of any the Expert Platform. This section shall survive expiration or termination of this Agreement.
The Expert Platform may provide notices or other communications to you regarding changes to this Agreement and/or changes to any aspect of the Expert Platform, by email to the email address that we have on record, by regular mail or by posting on the Expert Platform. The date of receipt shall be deemed the date on which such notice is given. Notices sent to HeyExpert must be delivered via express delivery or regular mail to:Kato Acquisition Sub, Inc.
Attn: Legal Department
475 10th Avenue, 5th Floor
New York, NY 10018
You shall not assign your rights or obligations pursuant to this Agreement without the prior, written consent of the Platform Provider.This Agreement shall be interpreted only in accordance with the laws of the State of New York (excluding any rules governing choice of laws), and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in New York, New York. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between the Platform Provider and Member with respect to the subject matter hereof, and Member has not relied upon any promises or representations by the Platform Provider with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law from entering into trade relations with the United States are not permitted to use or access the Expert Platform or the Sites.No amendment to this Agreement will be effective unless made in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.HeyExpert may change this Agreement by posting modifications here. Unless otherwise specified by HeyExpert, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the Expert Platform after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you should discontinue use of the Expert Platform.