Terms of Service

1. Account Terms

All Advisors and Recipients must be at least 18 years of age to create an account on Xpert owned or operated platforms and to use the Services. If you are younger than 18 (regardless of where you live), you may not set up an account.

Additionally, the following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

• You must provide us with the following information in order to create an Xpert account:an email address you control and use and your zip code. Creation of accounts for other Xpert owned or operated platforms, if any, may require you to provide other information, which will be specified in the account creation flow of any such platform.
• You must keep all of your information up to date and current.
• You must be a human to open an account. Accounts registered by “bots” or other automated methods are not permitted.
• Your account must be used by you alone. You may not share your account, your login information, or any content contained on the Service with anyone else.
• You are responsible for maintaining the security of your account and password. We view any actions taken by your account as taken by you. Xpert will not be liable for any loss or damage from your failure to comply with this security obligation.
• Your use of the Service is subject to all applicable laws and regulations. You will use the Service only for lawful purposes.
• Our Service may integrate with third-party tools to provide certain features or functionality. By using our Service, you agree to be bound by the terms of service and privacy policies of these third-parties.
• You will use any data associated with the Service in accordance with our Privacy Policy
• By using the Service, you grant us permission to share your information, including personal data (as further specified in our Privacy Policy), with the Advisor offering the content.
• You acknowledge that we may establish general practices and limits concerning the use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on our servers on your behalf.
• You acknowledge that your use of the Services requires that you have hardware, software, and an internet connection fulfilling certain requirements. If those requirements are not met, you potentially may still use the Services, but your usage may be at a lower quality or performance. Such reduced quality or performance will not give you the right to claim compensation or seek a refund from Xpert.
• You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service.
• You can terminate your account at any time. Review our Privacy Policy to see what happens when you terminate your account.
• We may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email, using the email address we have for you on file, before terminating your account, in an effort to provide you with an opportunity to log in to your account so that it remains active.

If you contact us to request access to an account, we will not grant you such access unless you can provide us with the information that we need to prove you are the owner of that account. In the event of the death of a user, the account of that deceased user will be closed.

We reserve the right to, at any time, without notice, modify, suspend, or terminate operation of or access to the Service, or any portion of the Service, for any reason. We further reserve the right to delete or suspend your account:(1) if you violate our Terms or (2) if you are inactive for an extended period of time.

We may use the email address you provide us when you create a Xpert account or an account with another Xpert owned or operated platform to share with you marketing or other promotional communications. By creating an account and providing us an email address, you agree to the use of your email address for these purposes.

2. Payments and Cancellation

2.1. Payments

• Xpert may charge a fee for each booking made by you for a meeting with an Advisor (“Booking Fee”), and such Booking Fee shall be non-refundable. The amount of the Booking Fee shall be displayed on the Site.
• The amount you pay for use of the Service is dependent upon the price set by the Advisor you choose (the “Advisor Fee”). The Advisor has the sole discretion in the amount of the Advisor Fee. While the Advisor sets the Advisor Fee, the Advisor Fee along with the Booking Fee shall be paid by you directly to Xpert.
• If you are located in a country where use and sales tax, goods and services tax, or value added tax is applicable to consumer sales, we may be responsible for collecting and remitting that tax to the proper tax authorities. Depending on your location, the price you see may include such taxes, or tax may be added at checkout, as determined by our payment processor.
• Xpert collects all fees through secure third-party payment processors. Our third-party payment processors accept payments through methods detailed on the applicable payment screen, which may include various credit cards and PayPal. Such payment methods are subject to change. Information that you supply to our payment processors is not stored by us or within our control, and is subject to each of our third-party payment processors’ own privacy policies and terms and conditions. Third-party payment processors may charge a fee to process payments and Xpert is not responsible for any fees charged by them. Xpert disclaims all liability with regard to any fees or problems you have with third-party payment processors.
• Xpert reserves the right to develop and launch new products or services or make changes to any products or services offered through the Service. If you choose to purchase or participate in any additional products or services offered by Xpert or Advisors, you may be charged additional amounts for such products or services.
• Price changes, whether pertaining to Fees or other products, may be the result of many factors, including changes in costs related to procuring content or providing the Services, changes to market conditions or the consumer price index, or changes to applicable tax rates. Should these costs go up, we may increase our prices accordingly. Should these costs go down, we may decrease our prices accordingly.

2.2. Refunds

If the Advisor fails to show up for a booked meeting, we will refund any Advisor Fees that you may have paid in connection with such booked meeting;provided that you request such refund within seven (7) days of such meeting;provided, further that the Booking Fee shall not be refunded. If you do not show up for a booked meeting, you will not be refunded the Advisor Fees. If neither the Advisor nor the Recipient attend a booked meeting, then the Booking Fee shall not be refunded and ten percent (10%) of the Advisor Fee shall be retained by Xpert.

We reserve the right to process your refund as a refund credit into your Account or a refund to your original payment method, at our discretion. Also at our discretion, if we believe that you are abusing our refund policy, we reserve the right to deny your refund, restrict you from other future refunds, ban your account, and/or restrict all future use of the Services. You will not be eligible to receive a refund if we ban your account or disable your access to the content due to your violation of these Terms.

2.3. Cancellation

You may cancel your Xpert account at any time for any or no reason, but if you already received a Service from an Advisor, a cancellation shall not relieve you of your obligation to pay for such Service.

2.4. Payment to Advisors

Advisors will have an account with Xpert that will be maintained by Xpert’s payment processor (the “Advisor Account”) and can be viewed by the Advisor through the Advisor’s account with Xpert. The Advisor Account shall reflect the total amount of Advisor Fees (less any refunds provided to Recipients) that such Advisor generated through the Site (the “Advisor Earned Amount”). The Advisor Earned Amount will not be earned until Advisor has successfully rendered its services to the Recipient and Recipient has made payment for such services. The Advisor Earned Amount shall be split amongst the Advisor and Xpert as follows:(a) twenty percent (20%) of the Advisor Earned Amount shall belong to Xpert, and (b) eighty percent (80%) of the Advisor Earned Amount shall belong to the Advisor (the “Net Advisor Earned Amount”). The Advisor can request payment of their Net Advisor Earned Amount at any time by making a request, in writing, to Xpert (a “Payment Request”). The Payment Request shall set forth the amount of the payment being requested by the Advisor as well as payment instructions;provided that such requested amount shall not exceed to the total Net Advisor Eanred Amount in the Advisor Account. Upon receiving a Payment Request, Xpert shall inform its payment processor to transfer the requested amount to the Advisor from the Advisor Account. Any fees charged by the payment processor in connection with the transfer of funds to the Advisor shall be deducted from the amount being paid to the Advisor.

3. Prohibited Uses

To use the Service, you must agree to comply with the following:

• You will not upload, share, post, transmit, distribute, or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships or that infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property right of any party.
• You will not engage in any behavior that constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• You will not upload, share, post, transmit, distribute, or otherwise make available or partake in any behavior that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates applicable law or our rules or policies.
• You will not partake in any behavior nor upload, share, post, transmit, distribute, or otherwise make available any content that victimizes, harasses, degrades, or intimidates an individual or group of individuals, including on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
• You will not impersonate any person or entity, including any of our employees or representatives or users, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• You will not stalk, harass, or harm another person via use of the Services, including Xpert personnel.
• You will not harvest or otherwise collect information about other users of the Services, including email addresses, without their express written consent.
• You will not interfere with any Xpert-related content or User Content (as defined below).
• You will not remove any copyright, trademark, or other proprietary rights notices contained in or on the Services, Xpert-related content, or any works other than your own.
• You will not use any robots, spiders, or similar data mining, data gathering, extraction tools, or manual processes to collect, gather, or copy any content or data on or related to the Service in a manner not authorized by Xpert in writing.
• You will not distribute viruses or any other technologies that may harm us or the interests or property of our users, or upload, post, email, transmit, or otherwise make available through the Services any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
• You will not engage in practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by Xpert in writing.
• You will not interfere or attempt to interfere with the proper working of the Services or any activities conducted through them, including by bypassing any measures we may use to prevent or restrict access to the Services, or by circumventing or manipulating our payment process.
• You may not frame, mirror, or otherwise simulate the appearance or function of the Services, Xpert-related content, or any user’s works, or forge headers, icons, or otherwise manipulate identifiers in order to disguise the origin of any Xpert-related content transmitted through the Services.
• You may not decompile, disassemble, or otherwise reverse engineer the Services, Xpert-related content, or any portion thereof, or otherwise attempt to derive the source code or other trade secrets embodied in the Services.
• You may not:(i) upload content that is inappropriate, offensive, hateful, contains objectionable language, or that promotes stereotypes of individuals or groups based on race, gender, religion, age, nationality, political affiliation or sexual orientation;(ii) upload explicit or violent content;(iii) upload content that makes reference to weapons, as well as activities that can be considered dangerous or that have the potential to lead to physical harm;(iv) promote an illegal activity;(v) reveal personal or identifying information about another User;(vi) downloading Sessions from an Advisor or Xpert and post them elsewhere;(vii) upload content that promotes dubious business schemes;or (viii) engage in fraudulent or misleading referral or Advisor review activity (including but not limited to:using multiple identities, email addresses or Xpert accounts, or providing false or misleading information).

4. Our Materials and License to You

All right, title, and interest in and to the Services, including our websites, our existing or future applications, our APIs, databases, and the content our employees or partners submit or provide through our Service (but excluding content provided by Users) are and will remain the exclusive property of Xpert and its licensors. Our Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing gives you a right to use the Xpert name or any of the Xpert trademarks, logos, domain names, and other distinctive brand features.

Subject to your compliance with these Terms we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services for your personal, noncommercial, and educational use, solely as expressly permitted by these Terms and subject to all the terms and conditions of these Terms and other Governing Documents, all applicable laws, and any additional terms contained on the Service. Any other use of the Services is strictly prohibited. Nothing contained on the Services should be interpreted as granting to you any license or right to use any of the Services, User Content (as defined below), and/or any third-party proprietary content on the Services without the express written permission of Xpert or the relevant third-party owner, as applicable. Any rights not expressly granted herein are reserved by Xpert.

5. User Content

These Terms define “User Content” as any design, text, graphic, image, video, logo, button icon, software, audio file, computer code, digital goods, or other content that a User posts, submits, transmits, uploads, or otherwise includes or makes available on and/or via the Service. You represent and warrant that you own all intellectual property rights in the User Content and/or have obtained all authorizations and rights, including permission from any copyright or trademark owner or releases from any models or other individuals appearing in any User Content, necessary for you to display, promote, and/or otherwise exploit the User Content through the Services, and to convey all rights granted under these Terms.

Except as specified otherwise herein, no User Content or other material made available on or through the Service may be copied, modified, reproduced, duplicated, republished, uploaded, posted, transmitted, sold, transferred, publicly displayed, distributed, or used by other users to create derivative works, in any way, without written permission of the applicable rights holder unless such User Content is specifically made available for and authorized to be downloaded from the Service, in which case you are authorized to download a single copy of such content for your own personal, noncommercial, and educational use. For example, certain materials may be made available as unprotected PDF files that can be downloaded by Recipients and/or other users of the Service. User Content not made available for download may not be downloaded or copied without prior written permission. Modification of User Content obtained from the Service, for any other purpose, including any commercial purpose, is a violation of the rights of Xpert or its users or licensors, unless you have obtained express written authorization to the contrary. We neither endorse nor assume any liability for any User Content posted to the Service. We do not guarantee in any manner the reliability, validity, accuracy, or truthfulness of the User Content. If you access User Content, you rely on any information provided in that User Content at your own risk.

However, we and our agents have the right, at our sole discretion, to remove any User Content that, in our judgment, does not comply with the Governing Documents, applicable law, and/or any other rules of user conduct for the Service, or that is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing any User Content from the Service. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Content, whether it is your own or another user’s. If you believe that User Content on the Services violates a patent, trademark, trade secret, right of publicity, or other right of any party please see Section VI below, which also includes a description of the procedures to be followed in the event that any party believes that User Content infringes on their copyright or the copyright of a party they are authorized to act on behalf of.

Any feedback, comments, or suggestions you may provide regarding Xpert or the Service is entirely voluntary and you authorize Xpert to use and share this content with anyone, distribute it and promote it on Services and in any media, and to make modifications or edits to it as we see fit, without any obligation to you. You agree that you shall have no recourse against Xpert for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Xpert.

User Content submitted by Recipients for inclusion on the Service (including any information submitted on message boards, forums, or other public areas of the Service) is referred to in these Terms as “Recipient Content.” All Recipient Content is subject to these Terms. Xpert does not guarantee any confidentiality with respect to Recipient Content, regardless of whether or not it is published. You are solely responsible for your own Recipient Content and the consequences of posting or publishing it.

Recipients outside of the E.U. and U.K.: By submitting or posting Recipient Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Recipient Content (including your name and image) in any form, medium, or technology, including all media or distribution methods, now known or later developed for any lawful purpose. This includes making your Recipient Content available to other companies, organizations, or individuals who partner with Xpert for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Recipient Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Recipient Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

Recipients in the E.U. and U.K.:By submitting or posting Recipient Content on or through the Service, you grant us a worldwide, non-exclusive license (with the right to sublicense) to use, reproduce, distribute, access, view, crop, resize, copy, license, transmit, broadcast, and publicly perform and publicly display copies of your Recipient Content (including your name and image) on the Service or a platform owned, managed, and/or hosted by a third party with whom Xpert has entered into a written agreement to host, display, and publicly perform content. This includes making your Recipient Content available to other companies, organizations, or individuals who partner with Xpert for the syndication, broadcast, distribution, or publication of content on other media, as well as using your Recipient Content for marketing purposes. You also waive any rights of privacy, publicity, or other rights of a similar nature applicable to all these uses, to the extent permissible under applicable law. You represent and warrant that you have all the rights, power, and authority necessary to authorize us to use any Recipient Content that you submit. You acknowledge and agree that the foregoing license rights are granted on a royalty-free basis with no compensation paid to you.

6. Content Notifications and Content Moderation

Xpert has developed policies and procedures that provide Users, and third parties in the European Union, including designated trusted flaggers according to Article 22 of Regulation (EU) 2022/2065 of the Digital Services Act (“DSA”), with the means to notify Xpert of allegedly illegal content (including copyright infringements) on the Services by using sending us an email2. These policies similarly provide Users, and third parties in the US with the means to notify Xpert about alleged copyright infringements in accordance with the Digital Millennium Copyright Act (“DMCA”). We respond to notices of alleged copyright infringement and may terminate User accounts of repeat infringers according to the process set out in the US Digital Millennium Copyright Act and similar laws. If you think a User is violating your copyright(s) and want to notify us, you can find submitting notices to Xpert at team@accessxperts.com.

7. Content Recommendations

Xpert sometimes uses automated processes and algorithms, such as artificial intelligence, to make recommendations to Xpert subscribers about content on the Services that the subscriber may be interested in. These recommendations are determined, at least in part, based on the following criteria:

• The skills that a subscriber follows on the Services;
• The country from which the subscriber is engaging with the Services;
• When the subscriber’s account was created;
• Whether the subscriber was referred to Xpert by an Exert or another Recipient.

8. Agreement to Arbitrate

PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS A MANDATORY ARBITRATION PROVISION AND THEREFORE AFFECTS YOUR RIGHTS AND GOVERNS HOW CLAIMS YOU AND XPERT HAVE AGAINST EACH OTHER ARE RESOLVED.

Please read this section carefully. It affects your legal rights, including your right to file or participate in a lawsuit in court.

Pre-arbitration dispute resolution. Should a dispute or claim arise between us, you and Xpert agree to notify the other party of the nature of the dispute or claim prior to initiating arbitration, and the parties will attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us;you can contact us by email at team@accessxperts.com. Please provide your name, phone number, email, mailing address, and briefly describe both the nature of your dispute and the relief you would like from Xpert. For sake of clarification only, the informal dispute resolution negotiation shall be individualized such that a separate negotiation must be held each time either party intends to commence individual arbitration;multiple individuals initiating claims cannot participate in the same informal dispute resolution negotiation, unless mutually agreed to by the parties. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference.

Applicable law. The below Agreement to Arbitrate evidences a transaction involving interstate commerce and is therefore governed by the Federal Arbitration Act and the applicable procedural rules of AAA (see "Arbitration procedures" below). To the extent state law is applicable to the Agreement to Arbitrate, the parties agree that the substantive law of the State of New York will apply, without regard to its conflict of law provisions.

Agreement to Arbitrate. The parties each agree that any and all disputes, claims, or controversies that have arisen or may arise at any time between you and Xpert (including its respective subsidiaries, employees, officers, directors and agents) will be resolved by binding arbitration according to the procedure set forth below. For the purpose of this Agreement to Arbitrate, “disputes," "claims,” and "controversies" shall have the broadest possible meaning that will be enforced and includes, any and all disputes and/or claims that arise out of or in any way relate to your relationship with Xpert, including but not limited to:(1) your use of the Services, (2) the Agreement, these Terms and/or this Agreement to Arbitrate, including the interpretation, validity, enforceability, or scope of this Agreement to Arbitrate, or (3) your use of, or access to the Services, and anything sold, offered, or purchased through the Services. Through this Agreement to Arbitrate, and subject to the below exceptions, the parties intend to arbitrate all disputes or claims regardless of whether they are based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory and regardless of whether they arose or accrued before the parties entered into this Agreement to Arbitrate.  For avoidance of doubt, the parties expressly agree that this Agreement to Arbitrate encompasses all disputes or claims pertaining to the validity, enforceability, or scope of this Agreement to Arbitrate and any such disputes or claims will be referred to binding arbitration and will be resolved by the arbitrator and not a court.

Exceptions to Agreement to Arbitrate. Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction, regardless of what forum the filing party initially chose;(ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” in this context means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights) or for defamation;and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this Agreement to Arbitrate, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.

Arbitration procedures. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. An arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

The arbitration will be conducted by AAA under its Commercial Arbitration Rules, as modified by this Agreement to Arbitrate.

In all cases in which a live hearing is requested or required, you and/or Xpert may attend by video or phone. To the extent a location must be established for the arbitration, it shall be held in the county in which you reside or at another mutually agreed location.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users but is bound by rulings in prior arbitrations involving the same Xpert user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Where permitted, the parties agree that all communications, evidence, and rulings in the arbitration will remain confidential, except as reasonably necessary to enforce or implement such rulings or this Agreement to Arbitrate.

Costs of arbitration. Each party will be responsible for their share of the costs of arbitration and each party will be solely responsible for their attorney’s fees, expenses and costs.

Severability. With the exception of the provisions in the below section “Prohibition of class and representative actions and non-individualized relief,” if an arbitrator or court decides that any part of the Agreement to Arbitrate is invalid or unenforceable, the other parts of the Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in the section “Prohibition of class and representative actions and non-individualized relief” is invalid or unenforceable, then the entirety of the Agreement to Arbitrate shall be null and void. The remainder of the Agreement, these Terms, and dispute resolution section will continue to apply.

Right to opt-out of arbitration; procedure. IF YOU ARE A NEW USER, YOU CAN CHOOSE TO OPT-OUT OF THE AGREEMENT TO ARBITRATE BY EMAILING US AN OPT-OUT NOTICE TO team@accessxperts.com ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE RECEIVED WITHIN 30 DAYS AFTER THE DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME. In order to opt-out, you must email your full name, address (including street address, city, state, and zip/postal code), and email address(es) associated with your Account to team@accessxperts.com. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other provisions of the Agreement will continue to apply to you, including the below forum selection clause specifying New York County, New York.

Future amendments to the Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, the parties agree that if Xpert makes any amendment to the Agreement to Arbitrate in the future, that amendment shall not apply to any claim that you filed against Xpert prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between the Parties. If you do not agree to the amended terms, you may close your account within 30 days of our posting or notification and you will not be bound by the amended terms;provided that the parties will arbitrate any dispute in accordance with the provisions of the Agreement to Arbitrate as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms). Once you have submitted a valid Opt-Out Notice to Xpert, you do NOT need to submit another one when these Terms are subsequently updated. Your first Opt-Out Notice will serve as a valid as to future versions of these Terms.

Judicial forum for legal disputes not subject to arbitration. Unless the parties agree otherwise, in the event that the Agreement to Arbitrate is found not to apply to you or to a particular claim or dispute, whether (1) as a result of your decision to opt out of the Agreement to Arbitrate, (2) as a result of a decision by the arbitrator or a court order, or (3) if one of the above exceptions to the Agreement to Arbitrate applies, you agree that any claim or dispute that has arisen or may arise between the Parties will be resolved exclusively by a state, federal, or small claims court located in New York City, New York. The Parties agree to submit to the personal jurisdiction of a state court located in New York City, New York, or a United States District Court for the District of New York located in New York City, New York.

The parties understand that an arbitrator and not a judge or jury will decide any dispute or claim between you and Xpert, and that rights to discovery and appeals may be limited in arbitration. The parties further understand that the costs of arbitration could exceed the costs of litigation in some instances. You hereby acknowledge and agree that by agreeing to these Terms and Agreement to Arbitrate, you and Xpert are each waiving the right to a trial by a jury to the maximum extent permitted by law.

9. Class Action Waiver

You may only resolve your dispute with Xpert on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, collective, consolidated, or representative action. Class actions, class arbitrations, collective actions, private attorney general actions, and consolidation with other arbitrations are not allowed. THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, WHETHER IN COURT OR ARBITRATION. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT OR ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE COURT OR ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS, SUBJECT TO THE ABOVE EXCEPTION ALLOWING PUBLIC INJUNCTIVE RELIEF TO BE SOUGHT IN COURT BUT ONLY IF THAT EXCEPTION IS FOUND TO APPLY.

10. Disclaimer of Warranties

The Service and all materials included therein (whether housed on the Service alone or also on a third-party platform) are provided on an “as is” and “as available” basis without warranty of any kind, either express or implied, including the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. Without limiting the foregoing, we make no warranty that (a) the Service and materials will meet your requirements, (b) the Service and materials will be uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of the Service or materials will be effective, accurate, or reliable, or (d) the quality of any products, services, or information purchased or obtained by you from the Service, from us or our affiliates, will meet your expectations or be free from mistakes, errors, or defects.

The use of the Service or the downloading or other acquisition of any materials through the Service is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage or loss of data that results from such activities.

In the event that any content available on the Service is also available through any third-party platform, or if Xpert provides links from the Service to any third-party platform or permits any third-party to link from its platform to the Service, you understand and agree that Xpert makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under the control of Xpert, and Xpert provides and/or permits these links only as a convenience to you.

Xpert-affiliated content available through the Service or a third-party platform represents the opinions and judgments of an information provider, user, Recipient, Advisor, or other person or entity not connected with us. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone, including any Recipient, or Advisor, other than an authorized Xpert spokesperson speaking in his/her official capacity.

Xpert does not (i) directly or indirectly practice medicine, law, or financial planning, (ii) dispense medical, legal, or financial services, (iii) provide medical, legal, or financial advice, or (iv) otherwise convey medical, legal, or financial opinions. You agree and understand that Xpert assumes no liability for the accuracy or completeness of any content offered on the Service.

To the extent Xpert provides any information regarding health, wellness, or physical exercise through the Service, we do so only in a general way. You acknowledge and agree that the Service is not intended to be, and will not be used as, a substitute for medical treatment by a healthcare professional. You agree to consult your healthcare provider before initiating any physical exercises or wellness practices, and follow your provider’s advice accordingly. You also acknowledge and agree to accept the inherent risks and dangers in participating in new or strenuous health, wellness, and physical exercises. You agree that Xpert will not be liable for any injury, loss, or damages arising from your access or practice of the Service’s health, wellness, and/or physical exercise content.

Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above limitations may not apply to you.

11. Limitation of Liability

In no event shall Xpert or its members, managers, officers, directors, employees, agents, affiliates, and their respective successors and assigns (collectively, the “Xpert Parties”) be liable to you or any third-party for any special, punitive, incidental, indirect, or consequential damages of any kind, or any damages whatsoever, including those resulting from loss of use, data, or profits, whether or not we have been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the Service, or any web site or third-party platform referenced or linked to from the Service or that otherwise displays Xpert-affiliated content.

Further, neither we, nor any other Xpert party, shall be liable in any way for any third-party goods and services offered through the Service or through a third-party platform. You agree that Xpert is not party to any transaction between any Recipient and/or Advisor and cannot be held responsible for any issues arising from any such transaction. We have no control over and do not guarantee the accuracy or validity of any statement, claim, or offering made by an Advisor, nor do we guarantee the performance or conduct of any Recipient, Advisor, or third party.

We are also not liable for the acts or omissions of any third parties, including third parties you might interact through the Service.

To the fullest extent permitted by law, you hereby release and hold harmless Xpert and each of the other Xpert Parties from any claims or damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, relating to your use of the Service, whether as a Recipient or Advisor, including as it relates to the acts or omissions of any third party used by Xpert to facilitate the Service or any payments related thereto. You agree and understand and intend that this assumption of risk and release is binding upon you and your heirs, executors, agents, administrators, and assigns.

Some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitations may not apply to you to the extent such jurisdictional restrictions are applicable.

If applicable, you waive California Civil Code Section 1542, which states, in relevant part:“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold us and the other Xpert Parties harmless from all liabilities, claims, and expenses, including attorneys’ fees, that arise from your violation of these Terms or any of the other Governing Documents, or negligent or wrongful conduct, including with respect to any User Content you upload or place onto the Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

13. Sanctions and Export Laws

You acknowledge that the Services and the items made available through the Services, are subject to U.S. export control and sanctions laws and regulations, including the Export Administration Regulations and the regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) (collectively, the “Export Controls and Sanctions Laws”). You represent and warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) are not located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as Belarus, Cuba, Iran, North Korea, Russia, Syria, or the occupied regions of Ukraine). You represent and warrant that you are not a person or entity who is named on any U.S. government list of restricted parties that would require a license to use the Service. You also represent and warrant that you are not owned 50% or more by such a restricted party, if such ownership would cause you to become subject to similar restrictions.

If you become subject to such a restriction during the term of any agreement with Xpert, you will notify us within 24 hours, and we will have the right to terminate any further obligations to you, effective immediately and with no further liability to you (but without prejudice to your outstanding obligations to Xpert).

You may not access, use, export, re-export, divert, transfer in-country, or disclose any portion of the Services or any related software, technical information, or materials, directly or indirectly, in violation of any United States and other applicable country Export Controls and Sanctions Laws, rules, and regulations and requirements. You agree not to upload any content or technology (including information on encryption) whose export is specifically controlled by such laws.

14. How To Contact Us

The best way to get in touch with us is to email us at team@accessxperts.com. We’d love to hear your questions, concerns, and feedback about our Services.

15. Miscellaneous

You agree that the Service shall be deemed a passive interactive service based solely in New York and shall not give rise to personal jurisdiction over Xpert, either specific or general, in jurisdictions other than New York. These Terms, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of New York, without regard to conflicts of law principles. You agree that any legal action or proceeding between Xpert and you for any purpose concerning these Terms, the Privacy Policy, the other Governing Documents, or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York, New York, and you submit to personal jurisdiction therein and agree to waive any objection that such courts are an inconvenient forum for the resolution of such action.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

These Terms, together with the Privacy Policy, and any other Governing Documents published from time to time, constitute the entire agreement between you and Xpert concerning the Service and the services provided by Xpert. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. Xpert's failure to insist upon or enforce strict performance of any provision of these Terms or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms. Xpert may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Service to any affiliate or partner of Xpert or to another third party in the event that some or all of the business of Xpert is transferred to such other third party by way of merger, sale of its assets, or otherwise.

Most communication between Xpert and you will be sent and received electronically. You agree that all electronic communication between Xpert and you shall satisfy any legal requirements that such communications be in writing.

Notice for California Users. Under California Civil Code Section 1789.3, California users of the Services are entitled to the following specific consumer rights notice:The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Any rights of Xpert not expressly granted herein are reserved.