Expeerly LLC and Expeerly AG
Updated: June 2024
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 “Customer” or “Company” or “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 purchasing something from EXP, you, the Customer, 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, 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 services offered by EXP. The Services of EXP include, but are not limited to, the creation of product and/or services Video campaigns. EXP sources individuals 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 Video 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.
CHILDREN UNDER THIRTEEN. EXP does not knowingly collect, either online or offline, personal information from persons under the age of thirteen (13). If you are under the age of eighteen (18), you may use www.expeerly.com only with the permission of a parent or guardian.
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. Prices for our products are subject to change without notice. EXP reserves the right at any time to modify and/or discontinue the services it offers (or any part or content thereof) without notice at any time. EXP shall not be liable to any users of the Site for any modification, price change, suspension and/or discontinuance of the Services it offers.
INDEPENDENT CONTRACTOR STATUS. EXP is an independent contractor with respect to its relationship to Customer. Neither EXP nor EXP’s employees and/or contractors are or shall be deemed for any purpose to be employees of Customer. Customer shall not be responsible to EXP, EXP’s employees and/or contractors, or any governing body for any payroll taxes related to the performance of the Services.
RIGHT TO USE THE SERVICES OF EXP. Subject to the terms of the Agreement, EXP grants to Customer and its Authorized Users (as defined below) a limited, non-exclusive, non-transferable right to access and use the Services solely for Customer’s internal business purposes and not for resale or further distribution. “Services” means the web-based platform, services and related offerings provided by EXP and more fully set forth in an Order Form. An “Order Form” means (i) the selections made by Customer by means of the online purchasing process within the Services or (ii) an ordering document for the Services executed by both parties and incorporating this Agreement by reference.
EXP’S SERVICES. Customer may use the Services to post requests (“Campaigns”) to Video products. EXP then sources individuals (“Creators”) to apply to Campaigns and collects & edits the Videos. A “Video” is a short form video in which a Creator or Reviewer states their opinion on a particular product or service. Once a Campaign is ordered by a Customer, Customer may not change and/or amend the guidelines and/or details of such Campaign.
EXP reserves the right to reject or remove any Campaign from the Services at any time if, in EXP’s reasonable belief, such Campaign (i) violates the terms of the Agreement, (ii) risks harm and/or would be manifestly unfair to EXP and/or Creators, or (iii) cannot be fulfilled based on its criteria; in all of the foregoing circumstances, EXP will work in good faith with Customer to determine a resolution. Customer acknowledges and agrees that Customer will be required to provide certain Customer Data (as defined below) to the Services to enable their operation, that the Services are designed to act on direction given to it by Customer, and that Customer is solely responsible for such direction and the results thereof. Customer may not collaborate with Creators outside the EXP platform or enter into any contractual relationship with them.
If Customer opts to utilize their own creator community and/or utilize their own employees to serve as Videos, Customer is responsible for the recruitment of the Creators within twenty-one (21) days of notifying EXP of Customer’s desire to do so. Failure to provide any Creators within such timeframe shall result in the termination of the Services and Customer shall receive no refunds of any kind for payments made by Customer to EXP as of the date of termination.
For managed campaigns, EXP in no way guarantees the Customer’s satisfaction with the video content. No revisions are included in the given pricing except if the video factually does not comply with the agreed upon campaign brief. Any feedbacks can be incorporated at discretion of EXP and the creator. EXP will charge a market rate per hour for its work on feedbacks and creators can suggest pricing at their discretion to the Customer.
For expeerly testimonials and/or employee experience videos, Customer acknowledges that they may only choose the demographics of the Creators and/or the screening questions, but may not provide and/or influence in any way (other than providing the screening questions) the script of any video content created hereunder. No revisions to the videos will be done unless they are factual errors in the content.
OWNERSHIP OF VIDEOS. Customer acknowledges and agrees that all rights, title, and interest in and to the Videos and related materials, including all copyrights and other proprietary rights, shall remain the sole and exclusive property of EXP. Customer shall have a limited, non-exclusive, non-transferable license to use the Videos and related materials for the purposes set forth in the Order Form, subject to the terms and conditions herein. Customer acknowledges that EXP may sell the Videos and related materials to third parties and that Customer shall have no claim or right to any compensation or royalty in connection with such sales. Customer shall have no right to use the Videos and related materials for any purpose other than as specified in the Order Form without the express written consent of EXP. Customer acknowledges that any unauthorized use of the Videos may result in legal action taken against them by EXP, and they agree to indemnify and hold EXP harmless from any and all claims, damages, and expenses arising from any unauthorized use of the Videos.
EXP owns and retains all right, title and interest in and to: (i) the Services and all improvements, enhancements or modifications thereto; (ii) any software, applications, inventions or other technology developed in connection with the Services or support; (iii) all intellectual property rights related to any of the foregoing; and (iv) all content and/or work product deliverables created through the Services. Nothing in this Agreement shall be construed as granting Customer any rights in or to the Services, other than the right to use the Services as expressly stated in this Agreement.
SCHEDULE OF SERVICES DISCLAIMER. EXP does not guarantee the delivery timeline for any Campaign. All delivery estimates are indicative and subject to change based on the nature and complexity of each Campaign. Customer acknowledges that delivery times may vary and that EXP is not responsible for any delay in the delivery of the Video materials. If Customer requires a more accurate estimate of delivery timing for a specific Campaign, it may contact EXP at info@expeerly.com prior to placing an order.
NO SHOW VIDEO DISCLAIMER. EXP shall not be held responsible for the failure of a Creator to provide a Video for a product shipped to them by the Customer. In the event of a "No Show Video" within managed campaigns, Exp shall either (1) inform the Customer and pay the commercial price of the shipped products and shipping and ask the Customer to resend products to a different Creator or (2) buy the products on the market and redo the Videos with another Creator. The Customer agrees to indemnify and hold EXP harmless from any and all claims, damages, and expenses arising from a "No Show Video.”
INTEGRATION WITH THIRD-PARTY PLATFORMS. Customer may elect to use optional features within the Services that involve integrations with a platform, add-on, service or product provided by a third party (each, a “Third-Party Platform”). These Third-Party Platforms are governed by their own terms and privacy policies and may enable data exchange between the Services and the applicable Third-Party Platform. Customer understands and agrees that EXP does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, interoperability or how the Third-Party Platforms use data received from the Services.
USE OF SUBCONTRACTORS. EXP may use subcontractors and permit them to exercise EXP’s rights, provided that EXP will at all times remain responsible for the performance of such subcontractors.
SUSPENSION OF SERVICES. EXP may, upon prior written notice to Customer, suspend Customer’s access to some or all of the Services or remove Customer Data if (i) Customer materially breaches any terms of these Terms, and does not cure such breach within thirty (30) days following written notice from EXP, or (ii) Customer’s account is thirty (30) days or more overdue. EXP may suspend Customer’s access to some or all of the Services or remove Customer Data if, in EXP’s reasonable belief, Customer’s actions risk harm to Creators, EXP, or the security, availability or integrity of the Services, and will use reasonable efforts to provide Customer with prior written notice of any such suspension. EXP will promptly restore Customer’s access to the Services once the condition requiring suspension has been resolved.
CUSTOMER ACCESS TO EXP’S SERVICES. The Services may be accessed only by employees and/or representatives of Customer who are authorized to use the Services by way of designated login credentials (“Authorized Users”). Customer is solely responsible for: (i) issuing and managing Authorized Users’ login credentials; (ii) verifying the identity of, and validating use of login credentials by, each Authorized User; (iii) ensuring that its access to the Services is limited to Authorized Users; and (iv) ensuring that its Authorized Users comply with the Terms herein. Customer assumes all responsibility and liability for the use of its account and for maintaining the confidentiality, privacy and security of its account and login credentials. Customer will promptly inform EXP of any known or suspected unauthorized use of its account or any other breach of security.
PRODUCT PROVISION & SHIPPING RESPONSIBILITY. Customer acknowledges its responsibility to provide the products to be Videoed, free of charge, to the Creators unless otherwise agreed with EXP in writing. Customer shall be responsible for the shipping of the products to the Creators within Europe or the United States, and any costs associated with such shipping shall be borne solely by Customer. EXP shall not be responsible for any issues arising from the shipping of the products, including but not limited to, any loss or damage during transit. If not otherwise agreed to by EXP, EXP shall hire Creators in the geographic area where the requested language of the Videos is spoken in the sole discretion of EXP. Customer agrees to ship the Products to such geographic area upon notification by EXP to Company of the Creator(s) retained for the individual Campaign.
TIMELY SHIPPING OBLIGATIONS. Customer is responsible for providing the products to be Videoed to the Creators in a timely manner. Customer shall ship the products within seven (7) days of receiving the shipping information from EXP. If Customer fails to ship the products within seven (7) days, EXP reserves the right to charge a late shipment fee of up to fifty percent (50%) of the total cost of the campaign. Customer shall bear all costs associated with the shipping of the products, including shipping fees, taxes, duties, and other related expenses.
Customer acknowledges and agrees that any and all products provided by Customer to Creator(s) in connection with the services of EXP are to be directly provided by Customer to Creator and EXP will not possess and/or own these products in any manner whatsoever. Any taxes incurred in the transfer of such products to a Creator shall be paid by Customer and/or Creator. Customer agrees to indemnify EXP with respect to any and all taxes incurred by EXP in connection with the transfer of a Customer’s product to a Creator hereunder.
EXPEERLY DISTRIBUTION. Expeerly Reviews (sometimes called authentic reviews, expeerly testimonials) are distributed by EXP on its social channels, Youtube, Retailers and its own platform. The distribution is payable monthly against an agreed upon CPM. Views are calculated based on the available analytics of each platform. EXP guarantees the publication of videos on its channels for 12 months after the reviews were approved. EXP cannot be held accountable if retail partners remove or decide to not publish videos. EXP customers may not provide the videos to EXP retail partners. Should a retailer become a partner after a customer placed their videos there, EXP will start charging CPM as soon as the retailers becomes a partner and distributes videos through EXP. Customers can request EXP to stop distributing videos at the earliest after 12 months after approval. Asking to remove videos from EXP channels and channel partners also means the customer can^'t use the videos themselves anymore.
Customer agrees that it will use the Services only in compliance with the Terms herein. Customer acknowledges and agrees that, as between Customer and EXP, Customer is solely responsible for ensuring that it and its Authorized Users utilize the Services in compliance with applicable laws and regulations.
Customer agrees that it will not, nor will it permit or authorize any third party to, (i) reverse engineer, decode, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, (ii) copy, in whole or in part, the Services or any component thereof, (iii) modify, enhance, translate, combine with other programs, or create derivative works based on the Services (except to the extent expressly permitted by EXP or authorized within the Services), (iv) sublicense, sell, rent, lease, transfer, distribute, or use the Services for timesharing or service bureau purposes, or (v) remove any proprietary notices or labels.
Customer agrees that it will not use the Services to collect, and will not submit to the Services, any of the following categories of information about Creators: financial account information; government-issued identification numbers; online login credentials; biometric identifiers; and/or health information subject to enhanced protection under applicable law. Customer agrees that it will not use the Services if Customer is offering a product and/or service in competition with the Services and/or for purposes of monitoring the Services’ availability, performance and/or functionality, or for any other benchmarking or competitive purposes. Customer agrees that it will not use the Service for any products that are illegal in the geography of the Creators. Customer agrees that it will not use the Services for purposes of attempting to sell Customer’s products or services to Creators.
Customer agrees not to attempt to influence the content of the Videos in any manner, including, but not limited to, adding material to the shipment (except use instructions), attempting to contact Creators or pre-informing Creator Candidates. Any violation of this provision will result in the immediate termination of the Services and EXP shall provide no refunds to Customer. The Customer acknowledges that any attempt to influence the content of the Videos may result in a breach of any of the Terms herein and may result in legal action taken against them by EXP. The Customer agrees to indemnify and hold EXP harmless from any and all claims, damages, and expenses arising from any such attempts to influence the content of the Videos.
Customer acknowledges and agrees that it is the Customer’s responsbiliity to ensure that each and every Video created hereunder is compliant with any and all applicable laws, regulations, statutes, requirements, etc (collectively “Legal Requirements”). EXP does not in any way warrant and/or guarantee that the Videos and/or the content with said Videos provided by EXP comply with any applicable Legal Requirements. Furthermore, EXP does not in any way warrant and/or guarantee that any Video will be accepted by any social media platform.
NON-SOLICITATION COVENANT. Customer agrees that during the effective term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement and applicable Order Form, for whatever reason, Customer 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.
Customer owns and retains all right, title and interest in and to the data, documents, content, and other materials input by Customer into the Services (“Customer Data”). Customer hereby grants to EXP a limited, royalty-free, non-exclusive right and license to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use Customer Data as necessary for performance of EXP’s obligations and exercise of EXP’s rights under this Agreement or as may be required by applicable law. Customer is solely responsible for the accuracy, completeness, validity, authorization for use (including transmission) and integrity of all Customer Data, regardless of form or format. Customer represents and warrants that it has obtained all rights, permissions, and authorizations to provide the Customer Data to EXP for use as contemplated under this Agreement.
As between EXP and Customer, EXP owns and retains all right, title and interest in and toCreator information. EXP hereby grants to Customer the right to use recruit Creator information, on a Campaign-by-Campaign basis, solely as enabled by the Services. Without limiting the foregoing, Customer shall not (i) add any recruit Creator information to any Customer contact list or contact database, (ii) sell or provide any recruit Creator information to any third party, and/or (iii) publicly disseminate or otherwise put into the public domain any recruit Creator information.
EXP owns and retains all right, title and interest in and to (i) all screener questions directed to Creators and (ii) all responses from Creators to screener questions (collectively, “Screener Information”). EXP hereby grants to Customer a worldwide, royalty-free, non-exclusive, perpetual license to use, copy and distribute Screener Information generated through Customer’s use of the Services for legitimate purposes, subject to applicable law.
EXP may aggregate and use data derived from Customer’s use of the Services to operate, improve, analyze and support the Services, for distribution in general benchmarking data and industry reports, and for other lawful business purposes, provided that the data (i) is combined with similar data from EXP’s other customers, (ii) does not directly or indirectly identify Customer, its Authorized Users, or any identifiable individual, and (iii) does not include any Customer Confidential Information (“Aggregated Data”). EXP will implement technical safeguards and business processes that prohibit reidentification of the Aggregated Data and prevent inadvertent release of the Aggregated Data.
The parties acknowledge and agree that EXP may solicit and Customer may provide to EXP suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Services (excluding any Customer Confidential Information contained therein, “Feedback”). Nothing in this Agreement shall restrict EXP’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting Customer or the individual providing such Feedback.
EXP will maintain appropriate administrative, technical and organizational security measures designed to safeguard the Services and Customer Data, in accordance with industry standard. EXP may update its security measures from time to time to reflect process improvements or changing practices, provided that such modifications do not materially decrease the overall security of the Services or Customer Data. EXP will promptly notify Customer of any compromise of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data. The parties will reasonably assist each other in investigating any such compromise of security and will take such actions as the parties reasonably deem necessary to prevent the continuation or recurrence thereof.
This Agreement will remain in effect through the initial Subscription Period specified in the Order Form and will renew or terminate as specified in the Order Form, unless otherwise terminated in accordance with this Agreement. If the Order Form does not specify, the initial Subscription Period will be one (1) year and will automatically renew for successive one (1) year periods under the terms of the then-current Order Form unless either party provides written notice of non-renewal at least fourteen (14) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may terminate this Agreement if the other party: (i) materially breaches any provision of this Agreement and fails to remedy the breach within thirty (30) days after receipt of a written notice specifying the breach; (ii) repeatedly materially breaches any provision of this Agreement, regardless of whether such breaches are cured; and/or (iii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Following termination of this Agreement, EXP will retain Customer Data for thirty (30) days from such date of termination (“Data Retention Period”), beyond which EXP will have no obligation to retain Customer Data. Thereafter, unless prohibited by law or this Agreement, EXP reserves the right to destroy all Customer Data (including, without limitation and to the extent applicable, Company-Affiliated Creator Information) in EXP’s possession. Customer agrees that Customer is solely responsible for exporting Customer Data prior to the end of the Data Retention Period and, if requested, EXP will provide reasonable assistance with exporting Customer Data during the Data Retention Period.
Termination of this Agreement will not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement. Without limiting the foregoing, Customer will pay any and all fees for the Services up to and including the last day on which the Services are provided. All provisions which by their nature and intent are reasonably required to survive termination or expiration based on the terms of this Agreement (including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnification obligations, and limitations of liability) shall survive expiration or termination of this Agreement.
Customer will pay EXP the applicable fees for the Services in accordance with the Order Form (“Fees”). If Customer’s use of the Services exceeds the limitations specified in the Order Form and/or otherwise requires the payment of additional fees, EXP will bill Customer for such usage and Customer will pay the additional fees in the manner provided herein. EXP reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Subscription Period or then-current renewal period, upon thirty (30) days’ prior notice to Customer (which may be sent by email).
Customer gets exclusive use to the work product deliverable of EXP for one (1) year after delivery of the Services. Exclusivity can be extended for an extra fee at the time of starting the Campaign. Exclusivity specifically reserves the right for EXP to use all assets in their own marketing channels during any period of exclusivity in EXP’s sole discretion.
EXP is the owner of any and all work product deliverables and/or Videos that result from the Services. EXP licenses use of the work product deliverables and/or Videos to Customer. While EXP provides the Services to Customer, Customer agrees not to create any Videos on any platforms for which EXP is creating Videos on behalf of Customer for such platform.
EXP may use a third-party payment service provider to bill Customer through an online account, in which case the processing of payments will be subject to the terms and privacy policies of such third-party payment service provider in addition to the Terms herein. By submitting payment account information, Customer acknowledges and agrees that EXP does not control and has no liability for the security, functionality, operation and/or availability of such third-party payment service provider. If the parties agree that EXP will bill Customer through an invoice, Customer will pay all invoices within thirty (30) days of the invoice date. If any undisputed Fees remain unpaid more than thirty (30) days after the due date, in addition to EXP’s right to other remedies available under law, EXP may (i) charge an interest for late payment equal to the lesser of 1.5% per month on any outstanding balance or the maximum amount permitted by law, and/or (ii) suspend Customer’s access to the Services; and/or (iii) terminate the Services. If Customer believes that EXP has billed Customer incorrectly, Customer must provide written notice to EXP specifying the alleged issue no later than sixty (60) days after the issue date of the invoice in which the error appeared in order to be eligible to receive an adjustment and/or credit. Prepaid Fees are not refundable except as expressly set forth herein.
Except for taxes imposed on EXP’s net income, Customer is responsible for paying any taxes, levies, duties, fees and/or other amounts assessed or imposed by any government authority, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively, “Taxes”), and EXP will invoice Customer for such Taxes. Customer is solely responsible for evaluating, reporting, and remitting any taxes that may be due to any taxing authority in connection with incentive payments and/or products and/or services it distributes to Creators.
Any and all customers of the Site agree to provide current, complete and accurate purchase and account information for all purchase made on the Site. Any and all users of the Site agree to promptly update their account and other information, including, but not limited to, their email address and credit card numbers and expiration dates so EXP may complete transactions and contact Customer as needed.
NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY. You are granted a non-exclusive, non-transferable, revocable license to access and use www.expeerly.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to EXP that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of EXP or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. EXP content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of EXP and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of EXP or our licensors except as expressly authorized by these Terms.
MATERIALS PROVIDED TO WWW.EXPEERLY.COM OR POSTED ON ANY EXP WEB PAGE. EXP does not claim ownership of the materials you provide to www.expeerly.com (including feedback and suggestions) or post, upload, input or submit to any EXP Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting EXP, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and/or reformat your Submission; and/or to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. EXP is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in EXP’s sole discretion.
By posting, uploading, inputting, providing and/or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
INTERNATIONAL USERS. The Site is controlled, operated and administered by EXP from our offices within the USA. If you access the Site from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use EXP content accessed through www.expeerly.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
DISCLAIMERS. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW AND EXP DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. EXP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTEEXPUPTED, TIMELY, EEXPOR-FREE, OR FREE FROM VIRUSES, NOR DOES EXP MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM EXP OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
EXP MAKES NO REPRESENTATIONS AND/OR WARRANTIES AS TO THE SUCCESS OF THE SERVICES FOR ANY PURPOSE OR USE. PAST RESULTS ARE IN NO WAY A GUARANTEE OF RESULTS FOR ANY CURRENT CUSTOMER OF EXP. CUSTOMER HEREBY DISCLAIMS THAT IT IS RELYING UPON OR HAS RELIED UPON ANY REPRESENTATION AND/OR WARRANTY NOT INCLUDED IN THIS AGREEMENT THAT MAY HAVE BEEN MADE BY ANY PERSON, AND ACKNOWLEDGES AND AGREES THAT EXP DISCLAIMS ANY SUCH OTHER REPRESENTATIONS AND/OR WARRANTIES.
PLATFORM & AGENCY SERVICE ONLY. Although EXP reserves the right to Video or remove any Customer Data or other information that appears in the Services, EXP does not assume any responsibility for the accuracy or reliability of Customer Data, Creator Information, or any information exchanged between Customer and any Creator. EXP does not have control over the content of any Video. Videoers are independent third parties over whom EXP has no control and for whom EXP takes no responsibility. EXP is not responsible in any manner for Creators that fail to follow the specified video guide when it comes to length, editing criteria and/or any other criteria for the Services. These Video Guidelines do not specify spoken content and/or provide a given rating for the Videos.
INDEMNIFICATION. You agree 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 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 Customer or any third party for indirect, incidental, consequential, special and/or exemplary damages arising from the Services 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 Customer arising out of or in connection with these Terms shall not exceed the amount of any fees paid by Customer to EXP for the Services described in any applicable Order Form. For purposes of this section, “fees” does not include any payments made by Customer to thirty-party servicers in connection with the Services provided by EXP.
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 7 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 Customer, the Customer’s products and/or services. Customer 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”). Customer 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 CREATORS. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EXP BE LIABLE TO CUSTOMER 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.
PUBLICITY. EXP may use Customer’s name and logo to identify Customer as a client of EXP on EXP’s website and other marketing materials, provided that EXP will comply with any brand guidelines provided by Customer.
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 Wyomnig 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 Customer, 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) an Order Form; and (iii) these Terms and Conditions.
This Agreement may be accepted in electronic form and Customer’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 Customer 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 Customer. It is Customer’s responsibility to keep its contact information up to date. Customer 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.
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 Video 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 June 25th 2024.
