Consultable terms of use

Consultable is a web service that allows its users to exchange favors and items and communicate with each other. The Consultable-service may only be used in accordance with these terms of use. The service provider reserves the right to change these terms of use if required. 

Rights of Content

The users themselves retain the right to all text, pictures and other content that they create in the service. The users allow others to utilize the content in accordance with the nature of the service and furthermore allow the service provider to file information and data and make changes that are necessary for the service or the study, however other rights are not transferred from the users, unless specifically otherwise agreed. The responsibility of the content lies with the user, who has produced it to the service. The service provider has the right to remove any material when it deems it necessary.

Disclaimer

No guarantees of the functioning of the Consultable service are given. The users are themselves responsible for their actions in the service and they should estimate the reliability of other users before dealing with them. The service provider can under no circumstances be liable for damage that is caused to the user. The user may not store any information or data in the service, and expect it to remain there.

The Removal of a User

The service provider has the right to remove any users from Consultable and terminate their right of use of the service without any specific reason and without being liable for compensation.

Consultable is a social media service that allows its users to change favors and items and communicate with each other. The Consultable-service may only be used in accordance with these terms of use. The service provider reserves the right to change these terms of use if required. 

Rights of Content

The users themselves retain the right to all text, pictures and other content that they create in the service. The users allow others to utilize the content in accordance with the nature of the service and furthermore allow the service provider to file information and data and make changes that are necessary for the service or the study, however other rights are not transferred from the users, unless specifically otherwise agreed. The responsibility of the content lies with the user, who has produced it to the service. The service provider has the right to remove any material when it deems it necessary.

Disclaimer

No guarantees of the functioning of the Consultable service are given. The users are themselves responsible for their actions in the service and they should estimate the reliability of other users before dealing with them. The service provider can under no circumstances be liable for damage that is caused to the user. The user may not store any information or data in the service, and expect it to remain there.

The Removal of a User

The service provider has the right to remove any users from Consultable and terminate their right of use of the service without any specific reason and without being liable for compensation.

Terms of Service

These Terms of Service (these “Terms”) are a contract between you, in your individual capacity as an independent consultant or the business entity which you represent (“you” or “Consultant””Expert”), and Consultable. (collectively, “Consultable”, “we”, or “us”). Please read this entire agreement carefully. You must read, agree to, and accept these terms and conditions in full in order to use the website located at www.Consultable.io (the “Website”) and related software and services (collectively, the “Platform Services”). You agree and understand that any collection of your information by Consultable will be governed by our privacy policy (“Privacy Policy”) as may be in effect and modified by us from time to time (collectively, with these Terms of Service, the “Terms”).

You understand that by accessing or using any of the Platform Services, you agree to become bound by these Terms as posted, which may be updated and changed by us as needed. We will notify you of any material changes to these Terms through a notice sent to you by email to the email address you have registered with us. Your continued use of the Platform Services after the effective date of the amended terms will constitute your acceptance of the amended Terms. It is your responsibility to check the Website prior to using the Platform Services for any updates or changes that may impact you. These Terms constitute a legally binding document and failure to comply with these Terms may result in the termination of your relationship with Consultable. Use of the Platform Services is available only to legal entities and persons who are at least eighteen (18) years old or the legal age of majority in their state of residence (if greater).

Overview

Consultable provides a technology-enabled app and marketplace that economically and efficiently matches sophisticated global affairs professionals around the world (“Consultants”) offering professional services (the “Services”) with enterprising investors and decision-makers across a variety of sectors using the Platform Services to seek such Services (“Clients”) for a variety of projects (“Projects”). Under these Terms, Consultable provides services to you in your capacity as an independent contractor, including operating and providing the Platform Services, curating Clients and Project bids, and functioning as the payment processor for you and Clients. Based on a Client’s needs, we will contact appropriate Consultants through the Platform Services to ascertain whether a Consultant is available for a Project.

Consultant Eligibility

By creating an account on the Website and making use of the Platform Services, you represent and warrant that you are: (a) a legal entity or a person who is at least eighteen years old and capable of forming legally binding contracts under applicable law; (b) not identified on the U.S. General Services Administration’s Excluded Parties List, the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of the Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List, or any similar list of individuals limited by U.S. export control laws and regulations or other economic sanctions of the US, other government or multilateral organization; (c) not considered to be a Politically Exposed Person (“PEP”); (d) have not been convicted or charged, or pled guilty or nolo contendre to any felony or any misdemeanor involving securities fraud or investment-related business; and (e) have not been the subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organizations or other law enforcement body, including but not limited to the U.S. Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”).

Account Registration

To sign up to use the Platform Services, you must create an account profile and provide accurate and complete information. This includes providing us with your legal or business name, address, billing/payment information contact information, professional qualifications, information about the Services you may provide through the Platform Services, past work experience, education, professional certificates, and any other relevant information to your use of the Platform Services as determined in Consultable’ sole discretion. It is your responsibility to keep your account information updated. Should your eligibility for a Consultable account as outlined above change during your time using the Platform Services, you must notify Consultable within a reasonable amount of time, but no later than 30 days after such change by emailing info@consultable.io. You shall not use the name or email of (a) another person with the intent to impersonate that person; or (b) an entity without appropriate authorization. We reserve the right, in our sole discretion, to refuse, suspend, or revoke your account via the Platform Services upon discovery that any account information provided is untrue, inaccurate, or incomplete, or such information or other conduct otherwise violates these Terms, or for any other reason or no reason in our sole discretion. You may also be required to successfully complete a compliance test upon account registration in order to access and use the Platform Services. Consultable shall have sole discretion over the contents of any compliance testing.

No Conflicts

You further represent and warrant that your provision of independent contractor services via the Platform Services does not breach: (i) any contract (such as an employment, consulting, confidentiality or non-disclosure agreements); (ii) your current employer’s policies or codes of conduct if you are employed; (iii) any rules of conduct applicable to your profession or industry or any similar laws, rules or regulations; or (iv) in any way, conflict with or violate any arrangement, understanding or agreement to which you are a party or by which you are bound. To the extent your ability to provide independent contractor services is restricted by any agreement or arrangement, you represent that you have obtained all necessary consents or waivers (e.g., the consent of your current or former employer, any company or organization for which you have previously consulted or currently consult, or any affiliated academic or government organization).

If you are a current director, trustee, officer, board member, employee or hold a similar position at a company, you will not consult on Projects:

• If the Client is a direct competitor of the company at which you hold such a position

• If you know the Client to be acting on behalf of the company at which you hold such a position

• If the Project subject is the company at which you hold such a position

Additionally, if you are an investment, legal, accounting or medical professional, or a government official or employee, you agree not to:

• Provide investment, accounting or legal advice on Projects regardless of any licenses or other professional designations or certifications you may have.

• Provide medical advice on Projects, discuss clinical trials of which the results have not been publicly disclosed, or any other nonpublic information about nonpublic trials. You further agree to not discuss any protected health information under the Health Information Portability and Accountability Act.

• Earn fees for your participation on Projects if you are a government official or employee, unless explicitly given an exception approved in writing by Consultable. You may not discuss matters of government, legislation, regulations, policy, contracts or other business that you are or could be in a position to vote on or influence unless engaging with the public on these topics is a part of your normal work responsibilities. This excludes individuals working in academia.

You acknowledge and agree that you will act in good faith and take all necessary actions in order to ensure your continuous compliance with these Terms and all applicable laws. Consultable does not currently conduct background checks, however, Consultable reserves the right to independently verify the information you provide and your compliance with these Terms and applicable laws.

Content

Your Content: You represent and warrant that you have the right, power and authority or have valid licenses to all data, feedback, content or other materials you upload, post, publish or display through the Platform Services (collectively, “Content”) and to grant the licenses specified below.

Content Ownership: As between the parties, you retain all ownership rights in any Content (including all intellectual property rights therein). To the extent permitted by applicable law, you hereby grant Consultable a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your de-identified and aggregated Content in connection with: (i) the operation and provision of the Platform Services; (ii) statistical data; (iii) research and development; and (iv) marketing purposes.

Release & Indemnification: You additionally release Consultable, its Clients and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content or Work Product (as defined below). Further, you agree to indemnify, defend, and hold harmless Consultable and its Clients from and against any third party claim that your Content or Work Product or the use of your Content or Work Product infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.

Feedback: You may submit comments or ideas about the Platform Services, including without limitation about how to improve the Platform Services (collectively, “Feedback”). By submitting any Feedback, you agree that: (a) your disclosure is voluntary, free, unsolicited, and without restriction, (b) your Feedback does not contain the confidential or proprietary information of third parties, and (c) we are free to use the Feedback without any additional compensation to you and to disclose the Feedback on a non-confidential basis or otherwise to anyone.

Prohibited Content: You are solely responsible for your Content and you agree not to upload any Content to the Platform Services or work on any Project which violates any part of these Terms or applicable laws. You are solely responsible for your Content and for ensuring it does not violate any part of these Terms or applicable laws. Consultable retains the right to investigate and take appropriate legal action against any Consultant who fails to do so. It is the sole discretion of Consultable to determine what is objectionable and what constitutes a reason to restrict or terminate your use of the Platform Services.

Prohibited Content includes, but is not limited to, anything which:

• Is protected health information under the Health Information Portability and Accountability Act

• Infringes any proprietary, contractual or privacy rights of any party

• Is deemed to be Material nonpublic information (as defined below) that if disclosed would violate securities laws

• Contains software viruses, files, programs or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunication equipment

• Constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities (e.g. junk mail, spam, chain letters, pyramid schemes, contests, sweepstakes or other solicitations)

• Is in violation of any applicable laws

• Is inappropriate, vulgar, harassing, obscene, pornographic, threatening or is in any other way objectionable

Work Product: Additionally, you represent and warrant that you will not incorporate into any Work Product produced under any Project or delivered to a Client any confidential information, trade secrets of any other person or entity, Material non-public information, or any material in which any other person or entity may assert any copyright, patent right, trademark, or other proprietary or intellectual property right. Additionally, you agree to meet any and all legal and professional standards in producing Work Product for Clients. “Work Product” means any tangible or intangible results or deliverables that you agree to create for, or actually delivers to, Client as a result of performing the Services, including, but not limited to, inventions, discoveries, designs, developments, methods, modifications, improvements, ideas, products, processes, algorithms, databases, computer programs, formulae, techniques, know-how, trade secrets, graphics or images, and audio or visual works and other works of authorship, whether or not patentable or copyrightable, and any intellectual property developed in connection therewith.

Work Product Ownership and License: Upon receipt of full payment from Client, the Work Product, including without limitation all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. You will disclose to Client any inventions developed by you other than in the course of providing Services to Client under any Project (“Prior Inventions”) and all Prior Inventions that you incorporate into the Work Product. If you have any Intellectual Property Rights to Prior Inventions (which are not owned by Client),upon receipt of payment from Client, you hereby automatically grant to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sub licensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Prior Inventions incorporated or used in the Work Product delivered for that payment. If payment is made only for partial delivery of the Work Product, the grant described herein applies only to the portion of the Work Product delivered. Except as set forth above, you retain no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. You hereby waive any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product. Additionally, you hereby grant Consultable a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use de-identified and aggregated Work Product, or to use it for any purpose permitted under applicable law. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Recordings and Participants: You agree and acknowledge that Clients may elect to record or transcribe your consultations or other interactions with them, and that any such recordings or transcriptions are owned by Consultable Clients and may be used by such Client for any purpose permitted under that Client's agreement with Consultable. Certain Clients may elect to have a professional (in addition to the Client user(s) you will speak with) chaperoning phone consultations and their presence may be announced or unannounced (i.e., you will not be notified) and may be active participants or silent on the phone consultations. By accepting these Term you consent to consultations being chaperoned and recorded at Consultable Clients’ election.

Fees and Payment

Fees: Creating an account on the Website is free and there is no charge to post or bid on Projects. Instead, Consultable collects a percentage of all fees paid or payable for each Project completed and/or any Services performed by Consultant for Client. Consultants are responsible for deciding and setting their own rates for Projects subject to minimum and maximum ranges established by Consultable for Projects. Consultants will set their rates during the initial Project bidding process, and will not be able to adjust their rate after they submit their bid. Any additional questions on fee collection should be directed to info@consultable.io

Taxes: Consultable is a third-party processor and will provide tax forms as required by applicable state law. It will be the sole responsibility of a Consultant to determine if he or she is required to file any tax forms or remit any taxes or similar charges for any fees received for a Consultant’s provision of Services through the Platform Services to the appropriate authorities. Further, any Consultant who is a non-U.S. taxpayer is required to submit Form W-8BEN to Consultable in order to claim exemption from U.S. tax reporting requirements.

Disputes: Should any dispute arise between Clients and Consultants over the quality or completeness of work on a Project, Consultable may withhold payment from a Consultant while the dispute is resolved. Consultable reserves sole discretion to make determinations in such disputes and has the right to cancel payment if Consultable determines that a Consultant has failed to adequately complete a Project or violated these Terms or any applicable laws. Consultable encourages Clients and Consultants to try and settle disputes amongst themselves, however, if this is not possible Consultable will resolve disputes by obtaining information about the dispute between the Client and Consultant and making a resolution decision. You agree to indemnify and hold harmless Consultable against any damages or liability incurred as a result of Consultable’ dispute resolution decision.

A Consultant’s participation in any Project with any Client is at the Consultant’s sole discretion. Consultants are never obligated to accept or continue any Project and may decline to participate or continue to participate in any Project at any time. Consultants should immediately stop working on any Project if they feel a Client is violating these Terms, violating applicable laws or acting unethically and contact Consultable immediately.

Services Agreement

The submission of a Project request by Clients and the bid participation by a Consultant will act as a service agreement for each specific project and will contain a Project description and terms and conditions for the Project. In the event a Client and Consultant wish to execute a written, mutually-executed services agreement (“Services Agreement”) between the parties, each Services Agreement will include: (i) the scope of the Project and Services to be performed, (ii) the fees to be paid for such Project and/or Services, and (iii) a provision designating Consultable as an intended third-party beneficiary of such Services Agreement and acknowledging that Consultable has the right to enforce its rights and obligations under the Services Agreement on its own behalf. A Services Agreement will not, and will not purport to, expand Consultable’ obligations or restrict Consultable’ rights under these Terms and will not violate any part of these Terms, including the Non-Circumvention section below. Clients will post any additional agreements (including a Services Agreement if applicable) required to be executed by a Consultant for a Project as an attachment to any posted Project requests. Once Client has selected a Consultant for Project, Client will send any agreements required to be executed by Consultants to info@consultable.io. Consultants should thoroughly read all attachments (including any agreements) on any Project before submitting their bid.

Audit Rights

Clients and Consultants each will: (a) create and maintain records to document satisfaction of each party’s respective obligations under these Terms and any additional agreement (including any Services Agreements) (e.g. payment obligations, conflicts and compliance with tax laws); and (b) provide copies of such records to Consultable upon request. Consultable maintains the right to audit each party’s operations and records to confirm compliance routinely and as necessary. However, this provision should not be construed as implying Consultable has the obligation to supervise a Consultant’s or Client’s individual compliance with their internal policies, or monitor the actual Services performed by Consultants or delivered to Clients.

Consultable Role

Acknowledgements: You expressly acknowledge and agree that (a) the Website is merely a venue where users of the Website may act as Consultants or Clients; (b) Consultable is a third-party beneficiary but not a party to any Services Agreements between Consultants and Clients; (c) you are not an employee of Consultable or its Clients for whom you perform Services, and Consultable and its Clients do not, in any way, supervise, direct, or control you or your Services; (d) Consultable will not have any liability or obligations for any acts or omissions by you or any other users related to the Platform Services; (e) your use of the Platform Services is subject to your acceptance of these Terms (which may include successfully completing a compliance test and ensuring compliance with these Terms); and (f) Consultable makes no representations as to the reliability, capability, or qualifications of any Consultants or the quality, security, or legality of any Consultant or Services, and Consultable disclaims any and all liability relating thereto.

Accuracy of Information: Consultable is in no way responsible for the accuracy of the information provided by Clients and Consultants through the Platform Services. Consultants acknowledge that the information they provide will be used by Consultable and its Clients to evaluate their abilities to complete Projects, and Consultants agree not to present false, misleading or inaccurate information to Consultable or its Clients. Consultants warrant that all Content, Work Product, and information provided while providing Services through the Platform Services will be provided in good faith, to the Consultant’s best ability and always in accordance with these Terms. Consultable reserves the right to update, change or remove information from accounts on the Website or terminate its relationship with any Consultant should any information provided be found to be false, misleading or inaccurate.

Independent Contractors: By accepting these Terms as a Consultant, you understand and agree that as a Consultant, your relationship to Consultable and its Clients is that of an independent contractor and in no way are you an employee of Consultable or its Clients. You have no authority and will not present yourself as having any such authority to speak or act on behalf of Consultable or its Clients. As an independent contractor, you understand and agree that you waive the withholding of all workers’ compensation, statutory disability and other employee fringe benefits, including pension and health benefits, since, as an independent contractor, Consultable or its Clients will not provide you with any benefits whatsoever.

Confidentiality

Confidential Information: As used in these Terms, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Confidential Information will include, but is not limited to, (a) Client’s identity; (b) information about Projects; (c) the terms and conditions in any Services Agreements or any other agreements executed with Clients; (d) your Content and Work Product; (e) opinions expressed or work commissioned; (f) information about any actual or potential business, investment or trading decisions or transactions of any Client; and (g) any other nonpublic or proprietary information of Consultable and its Clients. Confidential Information does not include any information that a Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without any duty or confidentiality obligation owed to the Disclosing Party.

Confidentiality Obligations: To the extent Confidential Information is shared, the Receiving Party will protect the secrecy of the Disclosing Party’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose the Disclosing Party’s Confidential Information to anyone without first obtaining the express written consent of the Disclosing Party; (b) not use or permit the use of the Disclosing Party’s Confidential Information, except as necessary for the performance of its obligations under these Terms (including, without limitation, the storage or transmission of Confidential Information on or through the Website for use by a Consultant); and (c) limit access to the Disclosing Party’s Confidential Information to the Receiving Party’s personnel who need to know such information for the performance of the Receiving Party’s obligations under these Terms. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Clients and Consultants agree not to disclose or to attempt to use or personally benefit (financially or otherwise) from any Confidential Information that is disclosed or learned because of their activities through the Platform Services. The confidentiality obligations hereunder will remain in effect until the Confidential Information enters the public domain through no action of the Receiving Party or any other person under legal obligation not to disclose such information.

Material Non-Public Information: Clients and Consultants will not disclose or otherwise share with any person, including other Clients or Consultants, material non-public information which, if used by such person, might constitute illegal insider trading. “Material non-public information” is defined as any information that there is a substantial likelihood that a reasonable investor would consider important in making his or her investment decisions, or information that is reasonably likely to have a substantial effect on the price of a company’s securities, and which has not been effectively communicated to the marketplace.

Termination

You may cancel your account on the Website at any time by providing notice via email to info@consultable.io. Likewise, Consultable maintains the right to terminate, suspend or otherwise limit your account for any reason without providing notice. For avoidance of doubt, termination or cancellation of your account shall not relieve you of any obligations under these Terms intended to survive termination, including but not limited to, “Non-Circumvention”, “Headhunter/Retainer Fees”, “Confidentiality”, “Compliance”, “Warranty Disclaimer’, “Indemnification” and “Limitation of Liability”.

Non-Circumvention

You agree to use the Platform Services as your exclusive method to receives Services from a Consultant identified through the Platform Services and make all payments, directly or indirectly, with that Consultant for a 12 month period from the later of (i) the time you first identify a Client or are first identified by a Client through the Platform Services; or (ii) the date you complete your last Project with a Client (“Non-Circumvention Period”). During the Non-Circumvention period, you shall not receive complete or partial payments from a Client or a Client’s business entity outside of the Platform Services, or otherwise circumvent Consultable’s role as payment processor or the Platform Services’ payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. Examples of circumvention include, but are not limited to, (a) submitting proposals for, providing services similar to the Services, or receiving payments from any Clients first identified through the Platform Services outside of Consultable; or (b) reporting on the Platform Services a payment amount lower than that actually agreed between you and a Client through the Platform Services. You are not authorized to to expand the scope of any Services or Project through the Platform Services unless Consultable has agreed in advance and in writing. If a Client contacts you to arrange a consultation or other project without arranging such activity through Consultable and you perform such consultation or project, Consultable will not compensate you for such consultation or other project, even if such consultation or other project is a follow-up to a previous consultation or other project that was arranged through the Platform Services.

The Non-Circumvention Period will be effective from the moment of initial contact between you and any Client identified to you through the Platform Services. You agree to not solicit or accept any offer which violates these Terms unless we provide express written permission, which we may withhold at our discretion. If you become aware of any breach or attempted breach of this “Non-Circumvention” section, you must immediately inform Consultable at info@consultable.io. Termination of your relationship with Consultable will not affect your obligations under this “Non-Circumvention” section.

Publicity

By agreeing to these Terms, you agree to allow Consultable to use your account for promotional and marketing purposes. You may opt out of this by changing the settings on your profile or by emailing info@consultable.io

Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE PLATFORM SERVICES, OR THE CONTINUATION OF THE WEBSITE. THE PLATFORM SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PLATFORM SERVICES, CONTENT, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 

Indemnification

You agree to indemnify and hold harmless Consultable, its affiliates and their respective officers, employees, representatives, members, managing members and agents (each, an “Indemnified Party”) from any and all actions, causes of actions, claims, charges, demands, costs, expenses, damages or liabilities of any kind (including but not limited to, attorney’s fees and related expenses) resulting from, arising out of or in connection to:

• Your use of the Platform Services;

• Any Services you provide;

• Your Content and Work Product; and

• Your breach of any and all of these Terms

Limitation of Liability

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL Consultable OR ITS SUCCESSORS OR AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE COSTS OR DAMAGES, LITIGATION COSTS OR PRODUCTION OF PROFIT ARISING FROM OR IN CONNECTION TO THE SERVICES AND/OR YOUR CONDUCT THROUGH THE PLATFORM SERVICES, OR ANY OF YOUR INTERACTIONS WITH OTHER Consultable PARTIES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Consultable, ITS SUCCESSOR OR AFFILIATESTO YOU FOR ANY CLAIMS ARISING FROM OR IN RELATION TO THE SERVICES OR ANY CONDUCT IN CONNECTION TO THE PLATFORM SERVICES EXCEED ANY FEES PAID TO Consultable WITH RESPECT TO SERVICES OR PROJECTS WITH WHICH YOU WERE INVOLVED DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. Consultable WILL NOT BE LIABLE FOR ANY CLAIMS BY THIRD PARTIES BROUGHT AGAINST YOU.

Compliance

You will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Platform Services. Without limiting the generality of the foregoing, you agree to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.

Entire Agreement

These Terms, together with any policies incorporated herein, sets forth the entire agreement and understanding between you and Consultable relating to the subject matter herein and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter herein. You represent that you had ample time to review and decide whether to agree to these Terms. If an ambiguity or question of intent or interpretation of these Terms arises, no presumption or burden of proof will arise favoring or disfavoring you or Consultable because of our authorship of any provision of these Terms.

Side Agreements

Notwithstanding the “Entire Agreement” and the “Services Agreement” sections above, Clients and Consultants may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.). The terms and conditions of these Terms, however, will govern and supersede any term or condition in a side agreement or a Services Agreement that purports to expand Consultable’ obligations or restrict Consultable’ rights under these Terms.

Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable in part or in whole under applicable law, that provision will be eliminated or limited to the minimum extent necessary to conform to applicable law so that the Terms will remain in effect and be enforceable.

No Waiver

The failure or delay of either party to exercise or enforce in any respect any right or claim provided for herein does not constitute a waiver of any such right or claim and will not affect any further rights or affect that party’s right to later enforce or exercise it.

Modifications

No modification or amendment to these Terms will be binding upon Consultable unless in a written instrument signed by a duly authorized representative of Consultable. For the purposes of this section, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This section “Modifications” does not apply to amendments to these Terms posted by Consultable to the Website from time to time.

Assignment

You may not assign these Terms, or any of your rights or obligations hereunder, without our prior written consent. We may freely assign these Terms without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.