Expeerly LLC
Welcome to www.expeerly.com. The www.expeerly.com website (the "Site") is comprised of various web pages operated by Expeerly LLC (“EXP”). www.expeerly.com is offered to you (the “Creator” or the “user”) conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms" or “Agreement”). Your use of www.expeerly.com constitutes your agreement to all such terms. By visiting the Site and/or engaging the services of EXP, you, the Creator, engage in our “Services” and agree to be bound by these Terms, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the Site that provide creator services (as defined herein), including, without limitation, users who are browsers, vendors, customers, merchants and/or contributors of content.
Please read these terms carefully, and keep a copy of them for your reference. If you do not agree to all the Terms, then you may not access the Site or use any or engage in (or provide) any of services offered by EXP and/or requested by EXP. The Services of EXP include, but are not limited to, the creation of product and/or services review campaigns. EXP sources creators to apply to campaigns, and then collects and edits the individuals’ Videos (as described further below).
EXP reserves the right to update, change and/or replace any part of these Terms by posting updates and/or changes on the Site. Use of or access to the Site following the posting of any changes to these Terms constitutes acceptance of such changes.
PRIVACY. Your use of www.expeerly.com is subject to EXP’s Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.
ELECTRONIC COMMUNICATIONS. Visiting www.expeerly.com or sending emails to EXP constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
LINKS TO THIRD-PARTY SITES AND/OR THIRD-PARTY SERVICES. www.expeerly.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of EXP and EXP is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. EXP is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by EXP of the site or any association with its operators.
Certain services made available via www.expeerly.com are delivered by third party sites and organizations. By using any product, service and/or functionality originating from the www.expeerly.com domain, you hereby acknowledge and consent that EXP may share such information and data with any third party with whom EXP has a contractual relationship to provide the requested product, service and/or functionality on behalf of www.expeerly.com users and customers.
If EXP makes video content for a particular platform, EXP only has the obligation to submit such video content to the particular platform in accordance with the platform’s video content submission requirements. EXP is in no way responsible for the platform actually displaying any such video content.
ACCURACY, COMPLETENESS & TIMELINESS OF INFORMATION. EXP is not responsible if information on the Site is not accurate, complete and/or current. Any and all material on the Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions. Any reliance on the material on the Site is at the user’s own risk.
MODIFICATIONS TO THE SERVICES AND/OR PRICES. Compensation terms for Creator’s services are subject to change without notice. EXP reserves the right at any time to modify and/or discontinue the services of Creator and/or the terms of compensation Creator shall receive for its services (or any part thereof) without notice at any time. EXP shall not be liable to any Creators for any modification, compensation change, suspension and/or discontinuance of Creator’s services.
INDEPENDENT CONTRACTOR STATUS. Creator is an independent contractor with respect to its relationship with EXP. EXP shall not be responsible to Creator or any governing body for any payroll taxes related to the performance of Creator’s services.
CREATOR’S SERVICES. The services of EXP enable EXP’s customers (“Companies”) to request Videos (“Campaigns”). EXP then sources individuals “Creators” to apply to Campaigns, collects their Videos, edits them and makes them available to the Company. A “Video” is a video review of a product or service that follows the Video Review Guidance given by EXP.
CREATOR INFORMATION. You acknowledge and agree that in order to apply to Campaigns and provide Videos, you will be required to provide certain information to EXP, including without limitation personal information, such as contact information and demographic information. By using our services, you agree to the collection, use and disclosure of your personal information in accordance with our Privacy Policy, which is incorporated into these Terms. You acknowledge and agree that when you apply to a Campaign, EXP will share your personal information with the applicable Company, and any additional information provided by you in connection with a Campaign will be shared with both EXP and the applicable Company.
If you participate in a Campaign, you acknowledge and agree that EXP may collect additional information from you, including without limitation your personal information.
You represent and warrant that (i) all information you provide to EXP and/or any Company will be accurate and complete, (ii) you have the right to provide such information and have obtained all necessary consent where applicable, (iii) the information does not violate the rights of any other person or entity, (iv) the information does not contain the confidential or proprietary information of any other person or entity, and (v) you have no agreement with or obligations to any third party that would prohibit your use of the Services in the manner so used. You acknowledge and agree that your submission of any personal information to EXP and/or any Company is voluntary and entirely at your own risk. You hereby grant to EXP and such Company (as applicable) a perpetual, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use Videos in accordance with these Terms.
YOU ACKNOWLEDGE THAT THE SHIPPING ADDRESS YOU PROVIDE IS CORRECT AND YOU CAN RECEIVE PRODUCTS AT THE ADDRESS. FAILURE TO DO SO MAY RESULT IN A FINE AMOUNTING TO THE COST OF PRODUCTS SHIPPED PLUS A SERVICE CHARGE OF FIVE HUNDRED U.S. DOLLARS ($500.00).
CREATOR OBLIGATION TO REVIEW WITHIN TIMELINE. Once accepted for a Video, Creator are obligated to order a product or visit a service within 2 days (unless otherwise agreed) if applicable or receive the product at home. Creator then create the video according to the EXP video guide within the time required by the individual campaign, generally 7 days unless otherwise indicated. They must then make any necessary changes to align their review with the video guidance within an additional two (2) days after feedback is received. In the event that a Creator fails to comply with these requirements, they may be subject to a fine of up to Five Hundred U.S. Dollars ($500.00) plus the cost of the products they received or, at minimum, get a 50% reduction in compensation. The company reserves the right to enforce these penalties at its discretion and Creators agree to be bound by these terms upon approval to participate in the program. If a Creator attempts to make changes to a submitted Video to EXP two (2) times and such changes are not acceptable to EXP in EXP’s sole discretion, Creator must, at the Creator’s cost, ship any products provided by either a Company client of EXP or EXP to a return address to be provided by EXP to Creator. The same penalties apply.
CREATOR OWNERSHIP. Creators represent and warrant that the Videos they provide to the company do not infringe or violate any copyright, trademark, trade secret, patent, or other proprietary right of any third party and that they do not contain any defamatory, tortuous, or otherwise unlawful material.
Upon submission of their Videos, the Creators hereby transfer and assign to the company all right, title, and interest in and to the Videos, including all copyrights and other proprietary rights. The Videos shall be the sole and exclusive property of the company and the Creators shall not retain any right to use the Videos for any purpose whatsoever. The Creators agree to execute any additional documentation necessary to effectuate the transfer of ownership and assignment of rights set forth in this section. The Creators acknowledge that any unauthorized use of the Videos may result in legal action taken against them by the company, and they agree to indemnify and hold the company harmless from any and all claims, damages, and expenses arising from any unauthorized use of the Videos.
Creators acknowledge that the company may tag their social media profiles (if provided) when sharing the Videos. Creators may request the removal of such tags by emailing the company at info@expeerly.com, and the company agrees to promptly cease such tagging upon receipt of such request. Creator acknowledges and agrees that EXP shall use the Creator’s legal first name in connection with their profile picture on EXP’s Site and/or on any Videos created by the Creator hereunder.
CREATOR BIAS. Creators agree to provide objective and impartial Videos, free from any personal bias or connection to the brand or retailer selling the products being reviewed for Videos which specifically require authentic testimonials and/or independent reviews. They shall not engage in any activity that may compromise the integrity of the Videos, including but not limited to accepting bribes or compensation from the brand or retailer. Creators shall not apply to review any products or services in which they have a personal bias or connection, including but not limited to a direct or indirect relationship with the brand or retailer. They shall not have direct contact with the brand or retailer during the review period or thereafter and shall maintain independence and impartiality in their Videos. Any violation of these restrictions may result in legal action taken against the Creators by the company and may also result in termination of their participation in the review program.
Creators agree to immediately inform the company by email at info@expeerly.com if any third-party reaches out to them with the intention of influencing their review or decision to apply to a campaign. Failure to do so shall be considered a material breach of this agreement and shall result in termination of this agreement and the termination of any claims against the company.
PROHIBITED INFORMATION. You agree not to submit any of the following categories of information to or through the Services, even if requested by a Company:
(a) Financial account information (e.g., bank account number, information subject to the Payment Card Industry Data Security Standard (PCI DSS));
(b) Government-issued identification number (e.g., Social Security number, driver’s license number, passport number);
(c) Online login credentials (e.g., authentication/authorization credentials, password, security question and answer);
(d) Biometric identifiers (e.g., genetic data, fingerprints, facial modeling data); and/or (e) Health and genetic information subject to enhanced protection under applicable law (e.g., Protected Health Information as defined in the Health Insurance Portability and Accountability Act (HIPAA)). If you submit any of the foregoing categories of information to the services, it will be considered unauthorized use of the Services, and EXP will have no responsibility or liability in connection therewith.
USAGE RESTRICTIONS. You shall not, nor shall you authorize or facilitate any attempt by another person to: (a) Use the services in any manner or for any purpose other than as expressly provided in these Terms; (b) Use the services in an unlawful or fraudulent manner or for any unlawful or fraudulent purpose; (c) Have an account or use any of the services if EXP has previously removed your account or EXP previously banned you from accessing any of the services; (d) Take any action that may unreasonably encumber the services’ infrastructure, including actions that damage, disable, overburden, impair or interfere with any other party’s use of the services; (e) Use another person’s EXP account, misrepresent yourself, your identity, qualifications, characteristics, or other information; (f) Circumvent, remove or otherwise interfere with any security-related features of the services; (g) Access, tamper with, or use non-public areas of the services, EXP’s computer systems and infrastructure, or the technical delivery systems of EXP’s providers; (h) Introduce viruses, worms, time bombs, Trojan horses, malicious code, or other malware to the services; (i) Reproduce, modify, distribute, create any derivative works from, reverse-engineer, or attempt to gain unauthorized access to or attempt to discover the underlying source code or structure of the services;(j) Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the services; (k) Resell, assign, sub-license, disclose, distribute, or otherwise transfer or make available the services in any form, in whole or in part, to any third party; (l) Remove or alter any copyright notices within the services; (m) Maintain or use any false identity, or otherwise fail to apply to a Campaign using your real identity and accurate contact, demographic and other information; (n) Submit any personal information or other information which we determine in our sole discretion to have been false, inaccurate or otherwise invalid; (o) Post, upload, transmit or otherwise disseminate through the services information that is unlawful, harmful, threatening, abusive, harassing, hateful, disparaging, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by EXP in its sole discretion; (p) Post, upload, transmit or otherwise disseminate through the services information that infringes a third party’s copyright, trademark, trade secret or other intellectual property rights; (q) Post, upload, transmit or otherwise disseminate through the services information that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (r) Harass, threaten, stalk, intentionally embarrass, invade the privacy of, or cause distress to any person, including, without limitation, posting personally identifying or otherwise private information about a person without their consent; (s) Collect, harvest, or publish any personally identifiable information, including, but not limited to, name or other account information, from other users of the services without their express permission; (t) Use the communication systems provided by the services for any reason not explicitly authorized by these Terms, including commercial solicitation purposes; (u) Engage in unsolicited advertising, marketing, or promotion of products or services; (v) Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the services; and/or (w) Attempt to indirectly undertake any of the foregoing.
INCENTIVES. EXP provides an incentive to Creators (each, an “Incentive”) to complete Videos in its sole discretion in the manner of EXP’s choosing.
In that event, EXP will enable you to redeem the Incentive upon the Company’s confirmation of satisfactory completion of the Videos and in the form enabled by the Services (e.g., digital gift cards). Redemption of Incentives through the Services is provided to Creators solely as a convenience, and EXP is not liable to you for your failure to redeem an Incentive, failure of delivery of an Incentive due to incorrect information provided by you, or for any defects in an Incentive.
You acknowledge and agree that you may forfeit some or all of any Incentives offered in connection with a Review if (i) you violate these Terms (as determined by EXP in its sole discretion); (ii) you do not satisfactorily complete the Review (as determined by the Company in its sole discretion), and/or (iii) you delete your account prior to redeeming the Incentive.
ANY RECEIPT OF A PRODUCT AND/OR SERVICE FROM A COMPANY CLIENT OF EXP TO CREATOR IS NOT TO BE CONSIDERED PAYMENT FROM EXP TO CREATOR. ANY RECEIPT OF A PRODUCT AND/OR SERVICE FROM A COMPANY CLIENT OF EXP SHALL BE PROVIDED DIRECTLY BY THE COMPANY CLIENT OF EXP TO CREATOR AND NOT BY EXP. AS SUCH, THE SUBMISSION OF ANY PRODUCT AND/OR SERVICE BY A COMPANY CLIENT OF EXP TO CREATOR IS NOT PAYMENT TO BE CONSIDERED PAYMENT OF ANY FORM BY EXP TO CREATOR HEREUNDER.
CANCELLATION. EXP has the right to cancel a Campaign any time before products have been shipped without the need to incentivize Creator.
FREE SELECTION. Selection of Creators for Campaigns is at EXP’s sole discretion and no reasons or explanations need to be given for its selection.
TAXES. You are solely responsible for understanding and evaluating any potential tax liability related to Incentives paid in connection with Videos and for determining any potential income reporting pursuant to the requirements of local, state, federal or other applicable law. If you are a Creator with U.S. tax obligations, you may be required to provide EXP with W-9 information, including without limitation your Social Security Number. Where EXP requests such information, you agree to provide it promptly. EXP is not responsible in any way for your failure to report taxable income or remit any taxes that may be due to any taxing authority.
INFORMATION DISCLAIMER. EXP does not assume any responsibility for the accuracy or reliability of any information that Creators or Companies submit to the Services. EXP does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Campaign. Creators and Companies are independent third parties over whom EXP has no control and for whom EXP takes no responsibility.
Companies are not permitted to contact any Creator who previously applied, is currently applying or considers to apply for a Campaign, or to take any action that encourages or solicits any Creator to participate in other service or Platforms without use of the EXP Services. We encourage you to report any violations of the foregoing via email to info@expeerly.com.
ACCOUNT CREATION & MANAGEMENT. In order to use our Services, you may be required to create an account with a username and password or may be permitted to register for an account using certain third-party accounts or login credentials, such as your Facebook or LinkedIn credentials (collectively, “Login Credentials”). You agree to provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update information to keep it accurate, current, and complete. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your account. You agree to notify us immediately if you believe that your Login Credentials have been or might be used without your permission so that appropriate action can be taken. We are entitled to act on transaction instructions received when your Login Credentials are used, regardless of whether use of the Login Credentials has been authorized by you. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials. Your account is nontransferable except with EXP’s written permission and in line with EXP policies and procedures.
If you connect to our Services with one or more third-party social media accounts, we may receive and store certain information related to that account. You may have the ability to control what information is shared from your linked social media account by adjusting the privacy settings for that account.
EQUIPMENT. In order to use our Services, you must have a device with Internet access that can access our services and equipment to film and edit Videos. We are not responsible for any charges you incur from your telecommunications carrier or otherwise as a result of your use of our services. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the services, including, without limitation, modems, hardware, software, operating systems, networking, web servers and the like.
ACKNOWLEDGEMENT TO RECEIVE COMMUNICATIONS. When you utilize the services, or send emails, SMS messages, or other digital communications to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by email, SMS or by posting notices on the services. You understand and agree that you may receive transactional emails and text messages from us related to the services or your use of the services, such as study confirmations and reminders. Any text messages we send to you are subject to EXP’s SMS Terms and Conditions, which are incorporated into these Terms. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
FEEDBACK. EXP may solicit and you may provide to EXP suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the services (“Feedback”). Nothing in these Terms shall restrict EXP’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting you. By sending us Feedback, you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any other person or entity. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback,(ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against EXP and its users any claims and assertions of any moral rights contained in such Feedback. This section shall survive any termination of your account, these Terms, or your participation in the services.
THIRD-PARTY BENEFICIARY. Companies are express and intended third-party beneficiaries of these Terms. To the extent that your breach or threatened breach of these Terms causes any damage or liability to any such Company, such Company shall have the right to enforce any provision of these Terms. Except as otherwise expressly provided in these Terms, there shall be no-third party beneficiaries to these Terms.
COMPENSATION OF CREATOR. The compensation varies depending on the category, typically ranging between $50.00 USD to $150.00 USD. Creators can view the exact compensation amount before applying to participate in a particular campaign. In addition, Creator will receive the products or services for free that they are reviewing. If Creator participates in a campaign aimed at employees or customers, the compensation structure may differ. EXP shall not be responsible to pay any other fees of any kind to or on behalf of the Creator, including, but not limited to, any third-party payment processing fees incurred by Creator. Creator will also be compensated for the delivery of a test video once they are approved for a first campaign.
GUIDANCE TO CREATOR IN CREATION OF VIDEOS. The amount of guidance Creator shall receive from EXP depends on the type of campaign Creator participates in. For independent Videos and authentic testimonials, no talking points are given to ensure authenticity. For employee experience videos, some guidance may be provided but it is not standard. Tailored videos can have a lot of guidance provided. Please check the specific campaign requirements on the campaign page before applying.
USE OF CAMPAIGN VIDEOS. Upon approval and payment of a campaign video by EXP, the ownership and rights to the content created by our creators belong fully to EXP, allowing us to ensure quality control and protect the interests of our customers. Creator may not use any materials submitted to EXP hereunder in any capacity unless consented to by EXP in writing prior to Creator’s use.
CAMPAIGN REQUIREMENTS. Campaign video requirements vary by campaign. Please check the campaign requirements on the campaign pages before applying.
INTELLECTUAL PROPERTY RIGHTS. To the extent applicable, Creator agrees that the results and proceeds of Creator’s services and all work product resulting therefrom, including videos, ideas, concepts, writings, images, artwork, designs, formats, the Amazon store and all files, data, materials, manuals, design notes and other items and documentation (related thereto or associated therewith) and all other materials, written or oral, which Creator has created for or submitted to EXP at any time, whether past, present or future in connection with the services or EXP’s business (collectively, the “Materials”) are “works-made-for-hire” (as defined in the United States Copyright Act of 1976, as amended) for EXP. As “works-made-for-hire,” Creator agrees that EXP shall be deemed the author of the Materials and the sole and exclusive owner of all right, title and interest in the Materials, including all copyrights therein, and all derivative works thereof, throughout the universe in perpetuity. Creator also expressly waives any and all so-called “moral rights” or any similar rights or principles of law which Creator may now or later have in the Materials throughout the world. EXP shall have the right to utilize (or not utilize) the Materials in such manner as EXP, in its sole discretion, shall determine, with the right to make such changes in and uses of the Materials as it may choose and the right to exploit the Materials by any and all means, in any and all media, whether now known or hereafter devised, throughout the universe in perpetuity.
To the extent, if any, that the Materials are not deemed “works-made-for-hire” under the United States Copyright Act of 1976, as amended, and/or involve rights other than copyrights, and/or Creator owns or controls any rights in the Materials, Creator irrevocably and unconditionally grants, transfers, assigns, quitclaims and sets over to EXP all rights of every kind and nature in and to the Materials, including without limitation all copyrights, trademarks, patents, intangible property rights, and all other property or intellectual property rights, throughout the universe in perpetuity. Creator hereby waives any and all rights known as “moral rights” and any similar rights which Creator may have in connection with the Materials.
Nothing herein shall grant Creator any rights in or to any intellectual property owned or controlled by EXP (“EXP IP”), including any and all of EXP’s ideas, concepts, writings, images, artwork, designs, formats, software, business models, trade secrets, copyrights, patents or trademarks, other than the right to incorporate such EXP IP into the Materials, if necessary.
CONFIDENTIALITY. The term “Confidential Information” as used in this Agreement shall mean any data or information that is competitively sensitive material and/or not generally known to the public and/or information containing information regarding any client and/or potential client of EXP. Any and all source code developed by Creator for EXP shall also be considered Confidential Information for purposes of this Agreement.
In consideration of the disclosure of proprietary information by EXP, Creator hereby agrees: (a) to hold the proprietary information in strict confidence and to take all reasonable precautions to protect such information (including, without limitation, all precautions the Creator employs with respect to its own confidential materials); (b) not to disclose any such proprietary information or any information derived therefrom to any third-party individual and/or entity; (c) not to make any use whatsoever at any time of such proprietary information except to utilize such information in accordance with its engagement with EXP; and (d) not to copy any such proprietary information in any manner whatsoever.\
Immediately upon the written request by EXP at any time, the Creator will return to EXP all proprietary information and all documents and/or media containing any such proprietary information and any and all copies or extracts thereof (collectively the “Materials”), whether created by Creator or not, save that where such proprietary information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
REPRESENTATIONS, WARRANTIES & INDEMNITIES. Creator represents and warrants that: (a) Creator has the right to enter into this Agreement and grant the rights granted herein; (b) Creator is the sole author of Materials and sole owner of all rights thereto; (c) no third parties contributed to the creation of the Materials; (d) the Materials are original and are not derived from or based upon any other works created by Creator or any third party (other than the materials provided to Creator by EXP); (e) the Materials do not and will not violate any intellectual property or other right of any third party; (f) there has not been a claim or litigation about the Materials; and (g) Creator will comply with all applicable laws, rules and regulations relating to the services, including those regarding safety and required licenses and permits. Creator agrees to indemnify, defend and hold EXP, its licensees, successors and assigns harmless from and against any and all claims, damages, costs, expenses, losses or liabilities (including, without limitation, attorneys' fees and costs, whether or not litigation is commenced) that may be asserted against or incurred by or imposed upon them at any time arising out of any breach of Creator’s representations, warranties, agreements and/or covenants in this Agreement or (ii) Creator’s fraud, negligence or intentional misconduct.
NON-SOLICITATION COVENANT. Creator acknowledges that in order to effectuate the promise to hold Confidential Information in trust for EXP, it is necessary to enter into the following non-solicitation covenant. As such, Creator agrees that during the effective term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, for whatever reason, Creator shall not, directly or indirectly, without written approval of EXP, solicit or induce, or attempt to solicit or induce, any current employee, contractor, customer and/or client of EXP to alter, leave, or cease their relationship with EXP for any reason whatsoever.
INDEMNIFICATION. Creator agrees to indemnify, defend and hold harmless EXP, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any services provided by you to EXP, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. EXP reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with EXP in asserting any available defenses.
LIMITATION OF LIABILITY. Under no circumstances shall EXP be liable to Creator or any third party for indirect, incidental, consequential, special and/or exemplary damages arising from the services provided by EXP and/or the services provided by Creator herein contemplated or any provision of this Agreement, such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third-parties arising from any source. The maximum aggregate liability of EXP to Creator arising out of or in connection with these Terms shall not exceed the amount of any fees paid by EXP to Creator for the services described herein.
INITIAL DISPUTE RESOLUTION. The parties shall use their best efforts to engage in informal dispute resolution to settle any dispute, claim, question, or disagreement and engage in good faith negotiations which shall be a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees against you in arbitration. To adequately engage in this initial dispute resolution process, each party must notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) your email address on file with EXP, or (b) info@expeerly.com, whichever is applicable (“Dispute Notification”). The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond. The other party then has fifteen (15) days to reply to the response.
ARBITRATION. If the parties do not reach an agreed upon solution within a period of forty-five (45) days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. All claims arising out of or relating to these Terms (including their formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Services and any services made available through the Services shall be finally settled by binding arbitration administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with the provisions of its Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class or representative actions and except that each party will be permitted at least one deposition unless forbidden by JAMS.
Except as explicitly set forth herein, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall also be empowered to consolidate claims raised between the same parties to a single arbitration proceeding. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
The Streamlined Arbitration Rules governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. If you commence arbitration in accordance with these Terms, you will be required to pay$250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require EXP to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, EXP will pay the remaining filing and arbitrator fees for the arbitration, provided your claim does not exceed$75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorneys’ fees in certain cases.
Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper.
The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
LOCATION. If you are a resident of the United States, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside the United States, arbitration shall be initiated in Zurich, Switzerland. You and EXP agree to submit to the personal jurisdiction of any applicable court in Zurich, Switzerland in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. For any arbitration proceedings conducted in connection with these Terms, the parties may attend such proceedings remotely.
THIRTY (30) DAY RIGHT TO OPT-OUT. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email address: info@expeerly.com. The notice must be sent within thirty (30) days of your first use of the services, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, EXP also will not be bound by them.
CHANGES TO THE ARBITRATION SECTIONS. EXP will provide thirty (30) days’ notice of any changes affecting the substance of the Arbitration sections herein. Changes will become effective on the thirtieth (30th) day. If you continue to use the services after the 30th day, you agree that any unfiled claims of which EXP does not have actual notice are subject to the revised clause.
CLASS ACTION WAIVER. Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. The parties agree that a party may bring claims against the other only in each's individual capacity, and not as a plaintiff or class member in any putative class, collective and/ or representative proceeding, such as in the form of a private attorney general action against the other. Further, unless both you and EXP agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
LIABILITY DISCLAIMER. The information, products, and services included in or available through the Site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. EXP may make improvements and/or changes to the Site at any time.
EXP make no representations about the suitability, reliability, availability, timeliness, and/or accuracy of the information, products and/or services for any purpose. To the maximum extent permitted by applicable law, all such information, products and services are provided "as is" without warranty or condition of any kind. EXP hereby disclaims all warranties and conditions with regard to this information, products and/or services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
To the maximum extent permitted by applicable law, in no event shall EXP be liable for any direct, indirect, punitive, incidental, special, consequential damages and/or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Site, with the delay or inability to use the Site or related services, the provision of or failure to provide services, or for any information, products, and services obtained through the Site, or otherwise arising out of the use of the Site, whether based on contract, tort, negligence, strict liability and/or otherwise, even if EXP has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the Site, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the Site.
EXP is responsible for any applicable laws, regulations, statutes, etc. that might apply to Creator and/or the Creator’s services. Creator is responsible for ensuring that any video content created hereunder is compliant with any and all applicable laws, regulations, statutes, etc. (collectively referred to in this paragraph as “Laws”). Creator shall indemnify EXP for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of the video content not being compliant with any of the aforementioned Laws.
ACTS BY CREATOR. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EXP BE LIABLE TO CREATOR FOR ANY ACTS OR OMISSIONS BY ANY CREATOR OR ANY LOSSES WHATSOEVER WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY CREATOR.
CONFIDENTIALITY. Neither party hereto will at any time or in any manner, either directly or indirectly, use for the personal benefit of themselves, or divulge, disclose, or communicate in any manner any information that is proprietary to the other party (i.e., trade secrets, know-how and confidential information). The parties will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Either party may seek and obtain injunctive relief against the release or threatened release of such information in addition to any other legal remedies which may be available to a party.
TERMINATION/ACCESS RESTRICTION. EXP reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.
SUSPENSION AND/OR TERMINATION. You acknowledge that we may, in our sole and absolute discretion, at any time and for any or no reason without prior notice or liability, suspend, limit, block, or terminate your account (in whole or in part) or these Terms and the rights afforded to you hereunder with or without prior notice. Upon termination of your account, your right to use the Services will immediately cease. Furthermore, if you fail to comply with any provision of these Terms, then these Terms and any rights afforded to you hereunder will terminate automatically, without any notice or other action by us. You agree that we are not liable to you or any third party for any termination of your access to our Services.
CALIFORNIA RESIDENTS. If you are a California resident, in accordance with California Civil Code § 1789.3, you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210. Hearing-impaired persons can reach the Complaint Assistance Unit at the following phone number: 1-800-735-2929 (TTY).
NON-U.S. CREATORS. If you choose to access our Services from locations outside the United States, you are responsible for compliance with applicable local laws. By using our Services, you consent to any information you provide, including without limitation your Login Credentials and any personal information that you submit to the Services, being transferred to and processed in the United States in accordance with our Privacy Policy.
MINORS. Our Services may only be used by individuals who are eighteen (18) years of age or older and can form legally binding contracts under applicable law, or by individuals who are sixteen (16) years of age or older with the consent of their parent or guardian. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Services, please email us at info@expeerlysociety.com regarding such unauthorized account.
PUBLICITY. EXP may use Creator’s name and logo to identify Creator as a contractor of EXP on EXP’s website and other marketing materials.
GOVERNING LAW & VENUE. This Agreement shall be construed in accordance with the laws of the State of Wyoming without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of Wyoming and both Parties expressly consent to jurisdiction in such courts.
MISCELLANEOUS PROVISIONS. You agree that no joint venture, partnership, employment, or agency relationship exists between you and EXP as a result of this agreement or use of the Site. EXP’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of EXP’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by EXP with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and EXP with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and EXP with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
This Agreement is not assignable, transferable or sublicensable by either party except with the other party’s prior written consent. Either party may assign this Agreement without the consent of the other party in connection with the sale, merger or other corporate combination involving all or substantially all of the assigning party’s assets to a third party. This Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
If there is an express conflict between the provisions of these Terms and Conditions and another agreement between EXP and Creator, the conflict will be resolved according to the following order of precedence: (i) any agreement between the parties concerning privacy, security or confidentiality matters (so long as that agreement references that it is not to be superseded by these Terms and Conditions); (ii) a Campaign and/or Review Guide Form and/or requirements and/or instructions; and (iii) these Terms and Conditions.
This Agreement may be accepted in electronic form and Creator’s acceptance will be deemed binding between the parties. Neither party may contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because it was accepted or signed in electronic form.
NOTICE. All notices provided by EXP to Creator under this Agreement may be delivered in writing by an internationally recognized overnight courier or U.S. mail to the mailing address provided by Customer or by electronic mail to the email address provided by Creator. It is Creator’s responsibility to keep its contact information up to date. Creator must give notice to EXP in writing by electronic mail to: info@expeerly.com. All notices shall be deemed delivered immediately upon receipt by electronic mail.
FORCE MAJEURE. Neither party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster (each a “Force Majeure Event”). Upon prompt written notice to the other party of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.
STATUTE OF LIMITATIONS. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
SURVIVAL. All provisions which by their nature and intent are reasonably required to survive termination or expiration based on these Terms (including, without limitation, confidentiality obligations, feedback, warranty disclaimers, indemnification obligations, limitations of liability, arbitration and class waiver, etc.) shall survive any expiration or termination of these Terms.
CHANGES TO TERMS. EXP reserves the right, in its sole discretion, to change the Terms under which www.expeerly.com is offered. The most current version of the Terms will supersede all previous versions. EXP encourages you to periodically review the Terms to stay informed of our updates.
CONTACT US. EXP welcomes your questions or comments regarding these Terms and Conditions. If you believe that EXP has not adhered to these Terms and Conditions, please contact EXP at: hello@expeerly.com.
Effective as of July 21st 2023
