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TERM OF SERVICE

1. Terms of Service

By using the Site, Application or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and XpRelay. Please also read carefully our Privacy Policy at www.xprelay.com/terms/privacy_policy.

In addition, certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.

If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site, Application or Services in accordance with these Terms may subject you to civil and criminal penalties.

THE SITE, APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH ADVISORS MAY ACCEPT SESSION REQUEST FOR JOB ADVISING AND JOB SEEKERS MAY LEARN ABOUT AND BOOK SESSION DIRECTLY WITH THE ADVISORS. YOU UNDERSTAND AND AGREE THAT XPRELAY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN ADVISORS AND JOB SEEKERS, NOR IS XPRELAY A REAL CAREER CONSULTING COMPANY. XPRELAY HAS NO CONTROL OVER THE CONDUCT OF ADVISORS, JOB SEEKERS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES. AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.

IF YOU CHOOSE TO REGISTER AND PROVIDE ADVISING SERVICES ON XPRELAY, YOU UNDERSTAND AND AGREE THAT YOUR RELATIONSHIP WITH XPRELAY IS LIMITED TO BEING A MEMBER AND AN INDEPENDENT, THIRD-PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, JOINT VENTURER OR PARTNER OF XPRELAY FOR ANY REASON, AND YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF XPRELAY. XPRELAY DOES NOT CONTROL, AND HAS NO RIGHT TO CONTROL, YOUR LISTED ADVISING SERVICES, YOUR OFFLINE ACTIVITIES ASSOCIATED WITH YOUR ADVISING SESSION, OR ANY OTHER MATTERS RELATED TO ANY ADVISING SESSION, THAT YOU PROVIDE. AS A MEMBER YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF XPRELAY, INCLUDING BY INAPPROPRIATELY USING ANY XPRELAY INTELLECTUAL PROPERTY.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND RECEIVE OUR SERVICES WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

2. Modification

XpRelay reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees and Commission Charged By XpRelay at any time and without prior notice. If we modify these Terms, we will either post the modification on the Site or via the Application or otherwise provide you with notice of the modification. We will also update the "Last Updated" date at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.

3. Eligibility

The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.

4. How the Site, Application and Services Work

The Site, Application and Services can be used to facilitate the listing of advising services and booking of advising sessions. You may view advisor and job seeker public profiles as an unregistered visitor to the Site, Application and Services; however, if you wish to book an advisor's session or list your advising services you must first register to create an XpRelay Account (defined below).

As stated above, XpRelay makes available an online platform or marketplace with related technology for Advisors and Seekers to meet online and arrange for bookings of Advising Sessions directly with each other. Unless explicitly specified otherwise in the XpRelay platform, XpRelay's responsibilities are limited to facilitating the availability of the Site, Application and Services.

PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE ADVISORS AND SEEKERS CONNECTING AND BOOKING ADVISING SESSION DIRECTLY WITH EACH OTHER. XPRELAY CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY ADVISOR PROFILE AND THE LEGALITY OR SUITABILITY OF ANY ADVICE PROVIDED DURING THE ADVISING SESSION. XPRELAY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL ADVISOR PROFILES AND ADVISING SESSIONS. ACCORDINGLY, ANY BOOKINGS OF ADVISING SESSION WILL BE MADE OR ACCEPTED AT THE MEMBER'S OWN RISK.

5. Account Registration

In order to access certain features of the Site and Application, and to book an advising session or become an advisor, you must register to create an account ("XpRelay Account") and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.

As part of the functionality of the Site, Application and Services, you may bind your XpRelay Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to XpRelay through the Site, Services or Application; or (ii) allowing XpRelay to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to XpRelay and/or grant XpRelay access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating XpRelay to pay any fees or making XpRelay subject to any usage limitations imposed by such third-party service providers. By granting XpRelay access to any Third-Party Accounts, you understand that XpRelay will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Site, Services and Application via your XpRelay Account and XpRelay Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your XpRelay Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or XpRelay's access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your XpRelay Account and your Third-Party Accounts, at any time, by accessing the "Settings" section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. XpRelay makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and XpRelay is not responsible for any SNS Content.

Your XpRelay Account and your XpRelay Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active XpRelay Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. XpRelay reserves the right to suspend or terminate your XpRelay Account and your access to the Site, Application and Services if you create more than one (1) XpRelay Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these Terms of Service.

You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your XpRelay Account, whether or not you have authorized such activities or actions. You will immediately notify XpRelay of any unauthorized use of your XpRelay Account.

6. Advisor Profiles and Advising Services

As an Advisor, you may list your advising services. Advisor profiles will be made publicly available via the Site, Application and Services. You understand and agree that the placement or ranking of advisor profiles in search results may depend on a variety of factors, including, but not limited to, your credibility of advisor profile, advisors and job seekers preferences, ratings and previous seekers comments.

Other Members will be able to request and book your session via the Site, Application and Services based upon the information provided in your advisor profile, the information you provide via our chat room, job seekers requirements, and job seekers' search parameters and preferences. You understand and agree that once a seeker confirm and pay a booking of your Session, you may not request the Job Seeker to pay extra fee than in the booking request.

You acknowledge and agree that you alone are responsible for any and all information and advice you provide. Accordingly, you represent and warrant that any Advisor Profiles information you post, the advice you provide in written and oral form of, and the booking of, an Advising Session (i) will not breach any agreements you have entered into with any third parties, such as companies you works/ worked for, or any contractual and complaince agreements, and (ii) will (a) be in compliance with all applicable laws, Tax requirements, Intellectual Property laws, and rules and regulations that may apply to any Session included in a Advisor information you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that XpRelay assumes no responsibility for an Advisor's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. XpRelay reserves the right, at any time and without prior notice, to remove or disable access to any Advsior Profile for any reason, including Advisor Profile that XpRelay, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or XpRelay's then-current Policies and Community Guidelines or Standards, Trademark & Branding Guidelines, or otherwise harmful to the Site, Application or Services.

If you are an Advisor, you understand and agree that XpRelay does not act as an insurer or as your contracting agent. If a Job Seeker requests a booking of your Advising Session, any agreement you enter into with such Job Seeker is between you and the Job Seeker and XpRelay is not a party to it.

When you create an Advisor Profile, you may also choose to include certain requirements which must be met by the Members who are eligible to request a booking of your Advising Session, such as requiring Members to have a verified phone number, in order to book your Advising Session. Any Member wishing to book Advising Session must meet these requirements. More information on how to set such requirements is available via the "Edit Profile" section of the Site, Application and Services.

If you are an XpRelay, XpRelay makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm or accept for booking for your Advising Session. You acknowledge and agree that, as an Advisor, you are responsible for your own acts and omissions.

7. No Endorsement

XpRelay does not endorse any Job Seeker and Advisor or Advising Session. You understand that XpRelay Verified Profile are intended only to indicate an Advisor Profile meet our background check/ due diligence standard at the time the due diligence and background check was taken. Verified Profiles are therefore not an endorsement by XpRelay of any Member or Advising Session.

Members are required by these Terms to provide accurate information. Although XpRelay may, for transparency or fraud prevention or detection purposes, directly or through third parties, ask you to provide a form of government identification, your date of birth, and other job experience information, or undertake additional checks and processes designed to help verify or check the identities or backgrounds of Members and/or screen Member information against third party databases or other sources, we do not make any representations about, confirm, or endorse any Member or the Member's purported identity or background.

By registering for an XpRelay Account, you agree that XpRelay may - but is not obligated to - request a consumer report on you from a Consumer Reporting Agency. If we do request a consumer report, we'll request and use it in compliance with applicable law, including the Fair Credit Reporting Act.

Any references in the Site, Application or Services to a Member being "verified" or "connected" (or similar language) only indicate that the Member has completed a relevant verification or identification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by XpRelay about any Member, including of the Member's identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to confirm an Advising Session provide by an Advisor or to accept a booking request from a Job Seeker, or to have any other interaction with any other Member. XpRelay is not responsible for any damage or harm resulting from your interactions with other Members.

By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from XpRelay with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Advising Session made by you. This limitation shall not apply to any claim by an Advisor against XpRelay regarding the remittance of payments received from a Job Seeker by XpRelay on behalf of a Advisor, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".

8. Session Bookings and Financial Terms for Advisor

If you are an Advisor and a booking is requested for your Advising Session via the Site, Application or Services, you will be required to either accept or reject the booking request within the Booking Request Period, otherwise the booking request will automatically expire. When a booking is requested via the Site, Application or Services, we will share with you (i) the request information filled in by the Job Seeker, (ii) a link to the Job Seeker's XpRelay Account profile page, (iii) an indication of whether or not the Job Seeker has provided other information to XpRelay, such as a verified email address and connection to SNSs.

XpRelay Payments will collect the Advising Fees and Service Fee from Job Seeker at the time when Job er confirm and pay the session and will initiate payment of the Advisng Fees (less applicable fees and taxes) to the Advisor in most cases within 7 days of the scheduled Advising Session time and as further described in the Payments Terms.

Each Advisor agrees that XpRelay may, in accordance with the cancellation policy selected by the Advisor and reflected in the relevant Advisor Profiles, (i) permit the Job Seeker to cancel the booking and (ii) refund (via XpRelay Refund Request) to the Job Seeker that portion of the Advising Fees specified in the applicable cancellation policy.

9. Bookings and Financial Terms for Job Seeker

The Advisor, not XpRelay, are solely responsible for honoring any confirmed bookings and making available any Advising Session reserved through the Site, Application and Services. If you, as a Job Seeker, choose to enter into a transaction with an Advisor for the booking of an Advising Session, you agree and understand that you will be required to enter into an agreement with the Advisor and you agree to accept any terms, conditions, rules and restrictions associated with such Advising Session imposed by the Advisor. You acknowledge and agree that you, and not XpRelay, will be responsible for performing the obligations of any such agreements, that XpRelay is not a party to such agreements, and that, with the exception of XpRelay Payments' obligations pursuant to the Payments Terms, XpRelay (inclusive of all subsidiaries) disclaims all liability arising from or related to any such agreements.

The Total Fees payable will be displayed to a Job Seeker before the Job Seeker confirm Advising Session and pay to an Advisor. Job Seeker can request for refund after confirm and pay the advising session. XpRelay will investigate and can decide the refund amount at its discretion. XpRelay reserves the right to not accept refund requests.

You as a Job Seeker agree to pay the Total Fees for any advising session confirmed. XpRelay will collect the Total Fees pursuant to the Payments Terms. Once your confirmed booking session is complete you will receive a confirmation email.

10. Service Fees and Other Fees

In consideration for the use of XpRelay's online marketplace and platform, XpRelay charges Service Fees and Commission Fee. XpRelay Payments collects these Service Fees and Commission pursuant to the Payments Terms, and, where applicable, may also collect Taxes (such as VAT in Europe) in respect of the Advisory Fees. XpRelay Payments deducts the Commision Fees from the Advisory Fees before remitting the balance to the Advisor as described in the Payments Terms.

More information on any such costs or deductions will be available via the Site and Application. More information on Services Fees can be found at www.xprelay.com/faq.

11. General Booking and Financial Terms

a. Cancellations and Refunds

If, as a Job Seeker, you wish to Request for Refund for a confirmed session, you should make the request via the Site, Application and Services, please note the Service Fee and Commission are non-refundable. XpRelay will investigate case by case and, in its sole discretion, decide the whether to refund or not and the refund amount. In case of any dispute, XpRelay has the ultimate right to make the refund decision. XpRelay Payments will initiate any refunds due pursuant to the Payments Terms.

Advisor CANNOT cancel confirmed session, in case, as an Advisor, you cannot fulfil the booking session, you agree that you will notify the relevant Job Seeker as soon as possible.

In certain circumstances, XpRelay may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed session made via the Site, Application and Services. XpRelay may also determine, in its sole discretion, to refund to the Job Seeker part or all of the amounts charged to the Job Seeker. You agree that XpRelay and the relevant Job Seeker or Advisor will not have any liability for such cancellations or refunds.

b. Rounding Off

XpRelay may, in its sole discretion, round up or round down amounts that are payable from or to Job Seekers or Advisors to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency); for example, XpRelay will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.

Some currencies are denominated in large numbers. In those cases, XpRelay may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for XpRelay to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.

12. User Conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:

violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Site, Application, Services or Collective Content; access or use our Site, Application, Services or the XpRelay API to use, expose, or allow to be used or exposed, any XpRelay Content: (i) that is not publicly displayed by XpRelay in its search results pages or Advisor Profile pages; (ii) in any way that is inconsistent with the XpRelay Privacy Policy or Terms of Service; or (iii) in any way that otherwise violates the privacy rights or any other rights of XpRelay's users or any other third party;
use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies XpRelay endorsement, partnership or otherwise misleads others as to your affiliation with XpRelay;
dilute, tarnish or otherwise harm the XpRelay brand in any way, including through unauthorized use of Collective Content, registering and/or using XpRelay or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to XpRelau domains, trademarks, taglines, promotional campaigns or Collective Content;
copy, store or otherwise access or use any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
infringe the rights of XpRelay or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right;
interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
"stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an XpRelay Job Seeker or Advisor;
offer, as an Advisor, any Session that you do not yourself will provide advising service;
register for more than one XpRelay Account or register for an XpRelay Account on behalf of an individual other than yourself;
unless XpRelay explicitly permits otherwise, request or book any advising session if you will not actually be having the advising Session yourself;
contact another Member for any purpose other than asking a question related to a Advising Session, Advisor Profiles, or the Member's use of the Site, Application and Services;
recruit or otherwise solicit any Advisor or other Member to join third-party services or websites that are competitive to XpRelay, without XpRelay's prior written approval;
recruit or otherwise solicit any Member to join third-party services, applications or websites, without our prior written approval;
impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
use the Site, Application, Services or Collective Content to find an Advisor or Job Seeker and then complete a booking of an Accommodation independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to XpRelay's provision of the Services or for any other reasons;
as an Advisor, submit any information with false or misleading information, including price information, or submit any Advisor Service with a price that you do not intend to honor;
violate these Terms or XpRelay's then-current Policies and Community Guidelines or Standards;
engage in disruptive, circumventive, abusive or harassing behavior in any area or aspect of our Platform, Application, or Services;
post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, XpRelay's name, any XpRelay trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without XpRelay's express written consent;
access, tamper with, or use non-public areas of the Site, Application or Services, XpRelay's computer systems, or the technical delivery systems of XpRelay's providers;
attempt to probe, scan, or test the vulnerability of any XpRelay system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by XpRelay or any of XpRelay's providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content;
advocate, encourage, or assist any third party in doing any of the foregoing; or
accept or make a payment for Advising Fees outside XpRelay Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold XpRelay harmless from any liability for such payment.
XpRelay has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, XpRelay may take a range of actions against you, including but not limited to deactivating or canceling your Profile or XpRelay Account, for a violation of this Section or these Terms.

XpRelay may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against XpRelay or to comply with legal process, (ii) enforce or administer our agreements with users (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of XpRelay, its users, or members of the public. You acknowledge that XpRelay has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. XpRelay reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that XpRelay, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.

13. Reporting Misconduct

If you are advised by or provide advising Session to anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to XpRelay by contacting us with your police station and report number; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

14. Intellectual Property Ownership and Rights Notices

The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of XpRelay and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content. All trademarks, service marks, logos, trade names, and any other proprietary designations of XpRelay used on or in connection with the Site, Application, Services, and XpRelay Content are trademarks or registered trademarks of XpRelay in Hong Kong and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site, Application, Services, and XpRelay Content are used for identification purposes only and may be the property of their respective owners. As an Advisor, Job Seeker, or Member, you understand and agree that you are bound by the additional Terms, Guidelines and Policies that apply to your use of the Site, Application, Services and Collective Content, including XpRelay's Trademark & Branding Guidelines (as may be updated from time to time).

15. Additional Terms

Our Site, Application and Services have different products, features and offerings, so sometimes additional terms or product requirements may apply to your use of those products, features or offerings. If additional terms are available for the relevant product or Services you use, those additional terms become part of these Terms.

16. XpRelay Content and Member Content License

Subject to your compliance with these Terms and XpRelay's Trademark & Branding Guidelines, XpRelay grants you a limited, non-exclusive, non-transferable license, to (i) access and view any XpRelay Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by XpRelay or its licensors, except for the licenses and rights expressly granted in these Terms.

17. Member Content

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application, Services, or through XpRelay promotional campaigns, you hereby grant to XpRelay a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. XpRelay does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application, Services or through XpRelay promotional campaigns. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application, Services or through XpRelay promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to XpRelay the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or XpRelay's use of the Member Content (or any portion thereof) on, through or by means of the Site, Application, the Services or XpRelay promotional campaigns will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

18. Links

The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that XpRelay is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by XpRelay of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.

19. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services ("Feedback"). You may submit Feedback by emailing us, or by other means of communication. You acknowledge and agree that all Feedback you give us will be the sole and exclusive property of XpRelay and you hereby irrevocably assign to XpRelay and agree to irrevocably assign to XpRelay all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such Feedback. At XpRelay's request and expense, you will execute documents and take such further acts as XpRelay may reasonably request to assist XpRelay to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

20. Copyright Policy

XpRelay respects copyright law and expects its users to do the same. It is XpRelay's policy to terminate in appropriate circumstances the XpRelay Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see XpRelay's Copyright Policy for further information.

21. Term and Termination, Suspension and Other Measures

Term
This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or XpRelay terminate the Agreement as described below.

Termination for convenience
You may terminate this Agreement at any time by sending us an email. If you cancel your XpRelay Account as an Advisor, any confirmed bookings will be automatically cancelled and relevant Job Seekers will receive a full refund. If you cancel your XpRelay Account as a Job Seeker, any confirmed session will be automatically cancelled and any refund will depend upon the terms of the applicable cancellation policy.

Without limiting our rights specified below, XpRelay may terminate this Agreement for convenience at any time by giving you 7 days' notice via email to your registered email address.

Termination for breach, suspension and other measures
XpRelay may immediately, without notice terminate this Agreement if (i) you have materially breached these Terms or our Policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the "User Conduct" provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the XpRelay Account registration, or creation of Advisor Profile process or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) XpRelay believes in good faith that such action is reasonably necessary to protect the safety or property of other Members, XpRelay or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In addition XpRelay may deactivate or delay Advisor Profiles, Comments, or other Member Content, cancel any pending or confirmed sessions, limit your use of or access to your XpRelay Account and the Site, Application or Services, temporarily or permanently revoke any special status associated with your XpRelay Account, or temporarily or permanently suspend your XpRelay Account if (i) you have breached these Terms or our Policies, including material and non-material breaches and receiving poor ratings from Advisors or Job Seekers, or (ii) XpRelay believes in good faith that such action is reasonably necessary to protect the safety or property of Members, XpRelay or third parties, for fraud prevention, risk assessment, security or investigation purposes.

In case of non-material breaches and where appropriate, you will be given notice of any measure by XpRelay and an opportunity to resolve the issue to XpRelay's reasonable satisfaction.

22. Consequences

If we take any of the measures described above we may (i) communicate to your Job Seekers or Advisors that a pending or confirmed session has been cancelled, (ii) refund your Job Seeker in full for any and all confirmed sessions, irrespective of preexisting cancellation policies, (iii) support your Job Seekers, on an exceptional basis, in finding potential alternative Advisors, and (iv) you will not be entitled to any compensation for confirmed sesions that were cancelled.

If you or we terminate this Agreement, we do not have an obligation to delete or return to you any of your Member Content, including but not limited to any reviews or Feedback. When this Agreement has been terminated, you are not entitled to a restoration of your XpRelay Account or any of your Member Content. If your access to or use of the Site, Application and Services has been limited or your XpRelay Account has been suspended or this Agreement has been terminated by us, you may not register a new XpRelay Account or attempt to access and use the Site, Application and Services through other XpRelay Accounts.

23. Survival

If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

24. Disclaimers

IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT XPRELAY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, JOB SEEKERS AND ADVISORS, BUT MAY CONDUCT SUCH BACKGROUND OR REGISTERED SEX OFFENDER CHECKS IN ITS SOLE DISCRETION. IF WE CHOOSE TO CONDUCT SUCH CHECKS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY A USER OR GUARANTEE THAT A USER WILL NOT ENGAGE IN MISCONDUCT IN THE FUTURE.

THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, XPRELAY EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. XPRELAY MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE ADVISOR PROFILES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. XPRELAY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SESSION, ADVISOR PROFILE, ADVISORS, JOB SEEKERS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM XPRELAY OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ADVISORS OR JOB SEEKERSS. YOU UNDERSTAND THAT XPRELAY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR INTERVIEW ANY ADVISORS. XPRELAY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, JOB SEEKERS AND ADVISORS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY XPRELAY. XPRELAY EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY JOB SEEKER OR OTHER THIRD PARTY.

25. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR PROFILES OR BOOKING OF ANY SESSIONS VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF XPRELAY WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER XPRELAY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES OR FROM YOUR PROFILES OR BOOKING OF ANY SESSION VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XPRELAY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE ADVISORS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE XPRELAY REFUND POLICY, IN NO EVENT WILL XPRELAY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR PROFILES OR BOOKING OF ANY SESSION VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY SESSIONS OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN XPRELAY AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

26. Indemnification

You agree to release, defend, indemnify, and hold XpRelay and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of a Session, or (iii) creation of an Advisor Profile;

27. Privacy

You agree that XpRelay's Privacy Policy (as may be updated from time to time) governs XpRelay's collection and use of your personal information.

28. Entire Agreement

Except as they may be supplemented by additional XpRelay policies, guidelines, standards, or terms for a specific product, feature, service or offering, these Terms constitute the entire and exclusive understanding and agreement between XpRelay and you regarding the Site, Application, Services, Collective Content (excluding Payment Services), and any Sessions or Advisor Profiles made via the Site, Application and Services (excluding Payment Services), and these Terms supersede and replace any and all prior oral or written understandings or agreements between XpRelay and you regarding sessions or Advisor Profiles, the Site, Application, Services, and Collective Content (excluding Payment Services).

29. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without XpRelay's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. XpRelay may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and insure to the benefit of the parties, their successors and permitted assigns.

30. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by XpRelay (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

31. General

The failure of XpRelay to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of XpRelay. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

32. Third party beneficiary

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

33. Contacting XpRelay

If you have any questions about these Terms , please contact XpRelay.



LAST UPDATED: 21 JULY 2016

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