Effective Date: February 17, 2017
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Morph Ventures. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. Morph Ventures may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Subject to the conditions set forth herein, Morph Ventures may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of and agreement to be bound by the Terms of Service, as amended. In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control unless the other Agreement explicitly states that it controls.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in user-specific disclosures (e.g., a particular email from expertDB.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. For latest Supplemental Promotion Terms see Exhibit A.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 30.4. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
1. DIGITAL SIGNATURE
By registering for a Morph Ventures account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to applicable legislation. Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement, and any amendments.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the local postal service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Site and the Site Services, and you will no longer be permitted to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
2.2 KEEPING YOUR EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site and verifying your email. We disclaim any liability arising out a failure by you to do the same.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version”, we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement electronically, you represent that (x) you have read and understand the above consent to receive records and notices electronically; (y) you satisfy the minimum hardware and software requirements specified above; and (z) your consent will remain in effect until you withdraw your consent as specified above.
3. THE SERVICES
The Services constitute a technology platform and marketplace that enables users of expertDB applications or websites provided as part of the Services (each, an "Application") to find, engage and manage third party providers and Experts for expertise, advice and information (“Experts”, “Expert Users”), including independent third party consulting firms and third party consulting providers under agreement with Morph Ventures or certain of Morph Ventures’ affiliates ("Third Party Providers"). The Site does not provide medical, investment or legal advice, and no attorney-client relationship is created between users of the Services and Morph Ventures or its licensors.YOU ACKNOWLEDGE THAT NEITHER MORPH VENTURES NOR EXPERTDB PROVIDES ADVICE, CONSULTING SERVICES OR FUNCTIONS AS A CONSULTING FIRM.
4. EXPERT CONTENT DISCLAIMER
Some of the content on this Site, including without limitation, the text, software, scripts, graphics, videos and the like (“Site Content”) is created and developed by Expert Users and provided to Morph Ventures under license for dissemination over the internet (“Expert Content”). Expert Content includes, among other things, expertDB News, expertDB webinars, blog posts, presentations and other related materials, and Expert Users’ profile image, biographical and employment information. Morph Ventures cannot guarantee and makes no representations as to the accuracy or quality of Expert Content, all of which is offered “as is.” Morph Ventures does not own, develop, endorse, and is not responsible for Expert Content. The use of a company or entity name in Expert User biographical or employment information should not be construed as an express or implied endorsement by such company or entity of Morph Ventures or an express or implied endorsement by Morph Ventures of such company or entity. Experts are not employees or under the supervision of Morph Ventures. Experts have agreed to be bound by the Terms for Experts and have represented, among other things, that they will not disclose information that is subject to a confidentiality obligation or participate in the Site in violation of any agreements or duties owed to employers or other third parties. Morph Ventures relies on the accuracy of these representations of the Experts and does not necessarily seek independent verification. Experts agree to consent that their Expert Content may be used from time to time by Morph Ventures for public marketing purposes.
6. INTELLECTUAL PROPERTY RIGHTS
Site Content and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Morph Ventures, subject to copyright and other intellectual property rights under applicable laws and international conventions. Site Content may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of the respective owners.
7. To Report A Concern About Content On The Site
If you believe that any content on the Site is in any way unlawful, defamatory, threatening, deceptive, misleading, subject to a confidentiality obligation, or constitutes material, non-public information, notify the Morph Ventures Legal Department at legal@expertDB.com.
8. COPYRIGHT POLICY
Morph Ventures prohibits the posting or sharing of any information on the Site that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to Morph Ventures at the address shown below, giving a written statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Site that is requested to be removed; (c) your name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. Morph Ventures will process notices of alleged infringement which it receives and will take appropriate action as required by applicable law. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions or banned from the Site. Morph Ventures’ contact for submission of notices under this Section regarding claimed copyright infringement is: Legal Department at legal@expertDB.com.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Morph Ventures; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
10. Disclaimer of Warranties
YOUR USE OF THE SERVICES AND SITE IS AT YOUR SOLE RISK. THE CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED WITH THE UNDERSTANDING THAT MORPH VENTURES IS NOT HEREIN ENGAGED IN RENDERING PROFESSIONAL ADVICE AND SERVICES TO YOU. ALL CONTENT AND FUNCTIONALITY ON THE SITE IS PROVIDED “AS IS,” AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MORPH VENTURES MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED WITH REGARD TO THE OWNERSHIP, ACCURACY, OR ADEQUACY OF THE SITE, THE SITE SERVICES, SITE CONTENT, THE LEVEL OF EXPERTISE OF ANY EXPERT ON THE SITE, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THAT THE FUNCTIONALITY ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU HEREBY AGREE AND ACKNOWLEDGE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. UNDER NO CIRCUMSTANCES SHALL MORPH VENTURES OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS SITE OR THE QUALITY OF THE WORK PRODUCT DELIVERABLES FROM THE EXPERT, THE INFORMATION CONTAINED ON THIS SITE OR OBTAINED FROM YOUR USE OF THIS SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, EVEN IF MORPH VENTURES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
PLEASE CONSULT WITH A LEGAL PROFESSIONAL PRIOR TO ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION.
- THE SITE IS MADE AVAILABLE TO YOU ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS, WITH THE EXPRESS UNDERSTANDING THAT MORPH VENTURES MAY NOT MONITOR, CONTROL, OR VET USER CONTENT, USER IDENTIFY, EXPERT INFORMATION, OR CLIENT IDENTIFY OR PAYMENT ABILITY. AS SUCH, YOUR USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK. MORPH VENTURES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SITE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, MORPH VENTURES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SITE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE EXPERT INFORMATION, RATINGS, REVIEWS FOR EITHER EXPERT OR CLIENT (INCLUDING THEIR CONTENT, ORDER, AND DISPLAY), OR METRICS FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SITE.
- MORPH VENTURES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE EXPERTS, CLIENTS OR ADVERTISERS LISTED ON THE SITE OR THE SITE'S USERS. THIS ALSO INCLUDES NO CLAIMS OR PROMISES AS TO THE ACCURACY OF USER IDENTITIES, EXPERT PROFILE INFORMATION OR CLIENT’S ABILITY TO PAY. ACCORDINGLY, MORPH VENTURES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE EXPERTS, CLIENTS OR ADVERTISERS LISTED OR FEATURED ON THE SITE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK.
- MORPH VENTURES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SITE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF MORPH VENTURES SHALL CREATE A REPRESENTATION OR WARRANTY.
- YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SITE.
11. Limitation of Liability.
Morph Ventures is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
- Your use of or your inability to use our Site or Site Services.
- Delays or disruptions in our Site or Site Services.
- Viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services.
- Glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services.
- Damage to your hardware device from the use of the Site or Site Services.
- The content, actions, or inactions of third parties’ use of the Site or Site Services.
- A suspension or other action taken with respect to your account.
- Your reliance on the quality, accuracy, or reliability of Engagement postings, Expert profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
- Your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
- Third party malicious hacking of the Site and any security breach and related data or password theft.
- A breach of obligations by either the Expert or the Client hereunder, including but not limited to any default in payments.
- Your loss or inability to do business due to the Ratings and Reviews on your Expert Profile or Client Profile.
ADDITIONALLY, IN NO EVENT WILL MORPH VENTURES, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, OR ANY BUGS, VIRUSES, TROJAN HORSES, HACKER ATTACKS OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES, HOWSOEVER CAUSED, IRRESPECTIVE OF WHETHER THE PARTY HAS BEEN ADVISED OF THE SAME. THE TOTAL CUMULATIVE LIABILITY OF MORPH VENTURES, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE LESSER OF: (A) $100; OR (B) ANY FEES RETAINED BY MORPH VENTURES WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR EXPERT DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
As condition of your use of the Site, you will indemnify, defend, and hold harmless Morph Ventures, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, your classification of an Expert as an independent contractor; any claim predicated upon an allegation that any Expert or their employees/contractors was an employee of (or had a joint or co-employment relationship with) any Indemnified Party; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by you or your agents, including any breach of confidentiality obligations hereunder; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.
13. Third-Party Web Sites
14. Access to the Site and Site Services
Morph Ventures reserves the right to discontinue the Service or Site or deny access to the Service or Site any User, Client, Expert or other person at our own discretion.
15. MORPH VENTURES ACCOUNTS
15.1 ACCOUNT ELIGIBILITY
To use certain Site Services, you must register for an Account. To register for an Account, you must be, and hereby represent that you are, a legal entity or an individual 18 years or older who can form legally binding contracts. When you register for an Account, or if you had an Account on the Effective Date, use this Site or the Site Services after the Effective Date, you also must agree to the terms of this Agreement. By registering for an Account, by using the Site or Site Services after the Effective Date if you had an account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery of Expert Services, including but not limited to compliance with applicable tax regulations and disclosure requirements; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement. Morph Ventures reserves the right, in our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in Morph Ventures' sole discretion.
You represent that you are not: (x) a citizen or resident of a geographic area in which access or use of the Site is prohibited by applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (z) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
15.2 ACCOUNT REGISTRATION
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your skills, or the services your business provides. You must not register for more than one Client Account and one Expert Account without express written permission from us (except that you may register as an Agency Member of other Accounts as provided below). You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit. Morph Ventures reserves the right to edit or modify any Expert Profile and User information to ensure accuracy and completeness
15.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity or phone verification. You authorize Morph Ventures, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must provide us with information about you and your business when requested. You must use your real full name in your Site Account information in order to maintain an active account with us on the Site. Furthermore you must use your real photo in order to maintain an active account with us on the Site.
15.4 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account.
You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You authorize Morph Ventures to assume that any person using the Site with your username and password either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account (or any related Agency Account) or any unauthorized access to your password or the password of any User of your Account (or any related Agency Account).
15.5 MARKETPLACE FEEDBACK
For the benefit of other Users of the marketplace, Morph Ventures encourages you to leave objective balanced feedback about Users and Experts with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, and that Morph Ventures will make available to other marketplace Users, including composite feedback based on these individual ratings. Morph Ventures provides its public feedback system as a means through which Users can share their opinions publicly and Morph Ventures does not monitor or censor these opinions. Morph Ventures does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Morph Ventures do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Morph Ventures is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Morph Ventures reserves the right (but is under no obligation) to remove posted feedback or information that in Morph Ventures' sole judgment violates the Terms of Service or negatively affects our marketplace community or operations.
16. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a technology platform and marketplace where Clients and Experts can identify each other and buy and sell Expert Services online. Subject to the terms of this Agreement, Morph Ventures provides the Site Services to Clients and Experts, including hosting and maintaining the Site, enabling the formation of Service Contracts, and coordinating disputes related to those Service Contracts. If a Client and Expert agree on terms for Expert Services, a Service Contract is formed directly between such Client and Expert, subject to the provisions set forth in Section 17 (Contractual Relationship Between Client and Expert). When a User enters a Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
16.1 PAYMENT ACCOUNTS
Stripe is our payment provider to receive credit card payment for a Project Engagement from the Client per our payment cycle. Paypal is our payout provider to deliver payout for an Engagement to the Expert at the end of every month. The User must create the necessary account with either or both Stripe or Paypal and provide the information on our Site in order to proceed with an Engagement. Clients must have a valid, working credit card or approved payment method at all times on the Site during an active project.
17. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND EXPERT
17.1 SERVICE CONTRACTS
You acknowledge and agree that a Service Contract is comprised of the following agreements (as applicable): (a) The Payment Instructions; (b) the Hourly, Expense Payment Agreement with Payment Instructions; (c) the Engagement terms awarded and accepted on the Site to the extent that the terms do not and do not purport to expand Morph Ventures' obligations or restrict Morph Ventures' rights under this Agreement; and (d) any other contractual provisions accepted by both the Client and the Expert, to the extent that the provisions do not, and do not purport to, expand Morph Ventures' obligations or restrict Morph Ventures' rights under this Agreement. You acknowledge and agree that Morph Ventures is not a party to any Service Contracts, and that the formation of a Service Contract between a Client and an Expert will not, under any circumstance, create an employment or other service relationship between Morph Ventures and the Expert.
18. PAYMENT TERMS
18.1 SERVICE FEE
When a Client pays an Expert, or when funds related to an Engagement are otherwise released to an Expert, Stripe will credit Morph Ventures who will hold the payment and then payout the amount to the Expert at the end of the month, less a 10% commission fee that Morph Ventures earns (the “Service Fee”) for creating, hosting, maintaining, and providing the Site and Site Services.
18.2 PROCESSING FEES
18.3 FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
Morph Ventures does not introduce Clients to Experts and does not help Experts secure Engagements. Morph Ventures merely makes the Site Services available to enable Experts to do so themselves. Therefore, Morph Ventures does not charge a matching fee when an Expert finds a suitable Client or finds an Engagement. Morph Ventures reserves the right to charge a project listing fee to Clients. Client and an Expert are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site, as detailed in Section 19 (Non-Circumvention), below.
18.4 DISBURSEMENTS TO EXPERTS
Funds that are payable to Expert for an Engagement (less any applicable Morph Ventures fees) are disbursed via Paypal at the end of every month for work completed and paid by the Client and approved for payout by Morph Ventures. Payments are approved under the following conditions: a) 10 days after weekly payment cycle or final payment b)there is no ongoing unresolved dispute. Expert agrees that it will not receive interest or other earnings on the funds held by Paypal prior to disbursement to Expert. Funds will be disbursed to the Expert in SGD via Paypal calculated by the USD to SGD conversion rate on the day of disbursement using European Central Bank rate. For the avoidance of doubt, Expert further agrees Paypal may additionally charge and deduct processing fees and/or foreign exchange fees, and the Expert may receive a reduction in fees.
Morph Ventures or Paypal may in their sole discretion, deviate from the typical billing cycle for Hourly Contracts and charge Client for any and all Submission Logs at any time.
Notwithstanding any other provision of this Agreement, and except as prohibited by applicable law, if we determine in our sole discretion that you have violated the conditions and restrictions of the Site or this Agreement, Morph Ventures, Paypal may hold the disbursement of the Expert Fees. Additionally, Morph Ventures or Paypal may also hold the disbursement of the Expert Fees if: (a) we require additional information, such as Expert’s tax information, government-issued identification, address, or date of birth; (b) we have reason to believe the Expert Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable grounds for insecurity with respect to the performance of obligations under a Service Contract, this Agreement, or other Terms of Service; (e) we deem necessary in connection with any investigation; or (f) required by applicable law (g) an invalid or nor authorized Paypal account is being used18.5 VIOLATIONS AND FRAUD
In cases of fraud, abuse, or violation of this Agreement, Morph Ventures reserves the right to revoke any payments and instruct Stripe or Paypal to (and Stripe or Paypal will have the right to) hold and/or reclaim from Paypal all Expert Fees due to Expert (not just the Expert Fees from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet we receive any chargeback from the Payment Method used by you as a Client, or used by your Client if you are an Expert. You agree that we have the right to obtain such reimbursement by instructing Stripe or Paypal to (and Stripe or Paypal will have the right to) charge an applicable Account, and any other accounts you hold with us, offsetting any amounts determined to be owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of chargebacks is cause for termination of the applicable Account.
If Client fails to pay the Expert Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Morph Ventures may suspend or close Client’s Account and revoke Client’s access to the Site, including Client’s authority to use the Site to process any additional payments or obtain any additional Expert Services. Without limiting other available remedies, Client must pay Morph Ventures upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Morph Ventures or Stripe, at our discretion, may set off amounts due against other amounts received from or held by Morph Ventures or Stripe for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution. While Morph Ventures will make an attempt to collect the payment owed from non-paying Clients, in the event of inability to collect payment within 3 months of original payment due date, the Expert forfeits payout. In no circumstance is Morph Ventures responsible for the payout due to the Expert, if Morph Ventures has not been paid in full by the Client. It is the sole responsibility of the Expert to ensure they are dealing with a trustworthy Client prior to accepting a Client’s Hire Offer and Morph Ventures shall have no liability in the event of any failure by the Expert to do so.
18.6 NO RETURN OF FUNDS
Client acknowledges and agrees that Stripe will charge Client’s designated Payment Method for the Expert Fees: For Hourly Contracts, at 0000hrs UTC on Monday after the week in which work was performed. Therefore, and in consideration of the Site Services provided by Morph Ventures, Client agrees that once Stripe charges Client’s designated Payment Method for the Expert Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a limited dispute resolution process as a way for Client resolve some disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Expert Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Morph Ventures or Stripe may dispute or appeal the chargeback and institute collection action against Client.
18.7 FORMAL INVOICES AND TAXES
Morph Ventures will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Expert Fees. Expert will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Expert Fees and for issuing any invoices so required. Expert will also be solely responsible for determining whether: (a) Expert or Morph Ventures is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Expert Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Morph Ventures, as appropriate; and (b) Morph Ventures is required by applicable law to withhold any amount of the Expert Fees and for notifying Morph Ventures of any such requirement and indemnifying Morph Ventures (either by Morph Ventures, at our sole discretion, offsetting the relevant amount against a future payment of Expert Fees to Expert or Expert reimbursing Morph Ventures for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Morph Ventures, Expert agrees to promptly cooperate with Morph Ventures and provide copies of Expert’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Expert is engaging in an independent business as represented to Morph Ventures.
18.8 PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, in some cases bank accounts, Stripe, and such other methods of payment as Morph Ventures may accept from time to time in our sole discretion.
Client hereby authorizes Morph Ventures and Stripe, to run credit card authorizations on all credit cards provided by Client, to store credit card and banking or other financial details as Client’s method of payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit cards and Stripe accounts and, if applicable, bank accounts in most countries will be charged by Stripe. When Client approves or is deemed to have approved a Submission Log for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Stripe or Morph Ventures to charge Client’s Payment Method for the Expert Fees.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
18.9 SGD DOLLARS AND FOREIGN CURRENCY CONVERSION
The Site and the Site Services operate in SGD Dollars (Singapore). We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than SGD Dollars. We are not responsible for currency fluctuations that occur when receiving or sending payments via wire transfer, check or credit card.. If Client’s Payment Method is denominated in a currency other than SGD Dollars and requires currency conversion to pay SGD Dollars, the Site may display foreign currency conversion rates Morph Ventures or third parties make available to convert supported foreign currencies to SGD Dollars. These foreign currency conversion rates adjust regularly based on market conditions and the Client bears the fees to process the foreign exchange if any exist from their credit card provider or bank institution. The Client, at its sole discretion and risk, may authorize the charge of its Payment Method in a supported foreign currency and the conversion of the payment to SGD Dollars at the daily foreign currency conversion rate from Fixer.io. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in SGD Dollars and either Morph Ventures or Stripe does not support the foreign currency or Client does not authorize the conversion of such payment at the foreign currency conversion rate used by the Site, Morph Ventures will charge Client’s Payment Method in US Dollars and Client’s Payment Method provider will convert the payment at a foreign currency conversion rate selected by Client’s Payment Method provider. Client’s Payment Method provider may also charge fees directly to the Payment Method used to fund a cross-border payment even when no currency conversion is involved. Client’s authorization of a payment using a foreign currency conversion rate displayed on the Site is at Client’s sole risk. We are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than SGD Dollars.
You acknowledge and agree that a substantial portion of the compensation Morph Ventures receives for making the Site available to you is collected as a deduction of the Service Fee described in Section 18.1 (“Service Fee”). Morph Ventures only deducts this Service Fee when a Client and an Expert pay and receive payment through the Site. Therefore, for 12 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Morph Ventures Relationship”). You may opt-out of this obligation only if Client or prospective Client or Expert pays Morph Ventures, at Morph Ventures' discretion:
(a) An “Opt-Out Fee” computed to be the greater of the following amounts:
- 10% of the cost to the Client of the services to be performed in the Morph Ventures Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective Client
- All Service Fees that would be earned by Morph Ventures from the Morph Ventures Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Expert from Client during the most recent normalized 8-week period, or during such shorter period as data is available to Morph Ventures
(b) Interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Expert until the date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to support@expertDB.com.
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Site to contact, hire, work with, or pay outside the Site.
- Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
- Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Expert.
Morph Ventures reserves the right to not allow circumvention, regardless if an Opt-Out Fee is offered. User agrees to notify Morph Ventures immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. User may not share contact information in any form with another User, including but not limited to email, phone number, skype ID prior to a hire offer being issued. If any contact information is improperly shared by the User or is shared for purposes of circumvention, Morph Ventures reserves the right to terminate and deactivate the User account and permanently ban the User from the expertDB website. User agrees that Morph Ventures has the right to monitor any and all communication by the User on the Site for compliance purposes and otherwise. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Morph Ventures by sending an email message to: legal@expertDB.com.
20. SERVICE CONTRACT TERMS
Unless otherwise agreed to in a writing signed by both Client and Expert, the default terms and conditions of the Service Contract that an Expert enters directly with a Client when the Expert agrees to provide Expert Services to the Client are as set forth in this Section 10, Sections 12 through 24, and the other agreements referenced in Section 25.1 (Service Contracts). Client and Expert may agree between them on any additional or different terms for their Service Contract as long as such terms do not affect the rights or responsibilities of Morph Ventures or violate the Terms of Service. Morph Ventures is not a party to any Service Contract by or between Users, except as a third-party beneficiary as described further below.
Expert will perform the Expert Services in a professional and workmanlike manner and will timely deliver any agreed upon Work Product. The manner and means of performing the Expert Services will be determined and controlled by Expert.
20.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS
Work billed for Hourly Contracts under an Expert’s Account must be performed by the Expert that has the Account. If a User wishes to subcontract with or employ third parties to perform Expert Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. As used in this Agreement, the term “Delegee” refers to any employee, independent contractor, that the User engages to perform any work under a Service Contract. Regardless of whether a User has Delegees, the User remains responsible for all services performed under the User’s Service Contracts, including ensuring that the services and Delegees comply with the Terms of Service and this agreement (including confidentiality and intellectual property obligations).
Expert, Delegee, and Client acknowledge and agree that Delegees are not employees, independent contractors or agents of Morph Ventures or Client. Delegee, and Expert represent, warrant, and covenant that: (a) If applicable, each other User is solely responsible for all payments, obligations, wages, costs, unemployment insurance, workers’ compensation insurance, contributions, and expenses of Delegees; (b) neither Morph Ventures nor Client has the right or power to supervise or control Delegees; and (c) no Delegees of any User will have any claim under this Agreement for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any other employee benefits of any kind from Morph Ventures or Client.
With respect to Delegees, Morph Ventures merely provides the platform for the Expert to communicate and share information with Clients and, if they are Users, with Delegees. Delegee, and Expert understand and agree that the contract terms, pay rate, work hours, service dates and working conditions will be established by the Expert, and/or Client and not by Morph Ventures. Delegee, and Expert acknowledge and agree that Delegees are not employees or independent contractors of Morph Ventures, and further acknowledge and agree that they will not be providing any services to Morph Ventures (directly or indirectly) while employed or engaged by another User.
Delegee, and Expert acknowledge and agree that Morph Ventures does not, in any way, supervise, direct, or control Delegees; Morph Ventures does not set Delegees’ contract terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates, work hours, work schedules, or location of work; Morph Ventures will not provide Delegees with training or any equipment, labor, or materials needed for a particular Service Contract; and Morph Ventures does not provide the premises at which the Delegees will perform the work.
20.3 CLIENT PAYMENTS AND BILLING
For Hourly Contracts, Client is billed for Expert Fees on a weekly basis.
20.4 DISPUTE RESOLUTION
With respect to disputes arising between Clients and Experts, you agree to abide by the Dispute Resolution Policy as stated in the Payment Instructions that apply to your particular Service Contract. In the rare event that an Expert’s Client does not make payment for legitimate services performed by an Expert or an Expert does not deliver according to a Service Contract or as set out under these Terms, Morph Ventures will provide dispute resolution to Experts working on Hourly Contracts and only if all of the following criteria are met: (a) Client has a verified Payment Method, (b) the Expert Services performed and recorded in the Submission Log pertain directly to the Service Contract, and (c) each Submission Log is annotated with descriptions of the Expert Services performed, demonstrating Service Contract compliance. Morph Ventures determines whether the foregoing criteria have been met at our sole discretion. Without limiting the foregoing, dispute resolution does not apply to: (w) Experts, Expert Services, or Service Contracts violating of this Agreement, (x) Experts that are aware of or complicit in another User’s violation of this Agreement, (y) Experts that are suspected (in Morph Ventures' sole discretion) of actual fraudulent activities or abuse of Dispute Resolution.
In addition, note that a dispute resolution process may take up to 10 days. Experts and clients involved in the dispute resolution process are expected to respond to any questions posed via expertDB within 24 hours in order to ensure swift settlement. Should expertDB not receive a reply from the expert or client within this time frame, expertDB reserves the right to decide the dispute in favor of the opposing party.
20.5 TERMINATION OF A SERVICE CONTRACT
Under Hourly Contracts, either Client or Expert has the right to terminate the Service Contract after providing any required notice, or immediately on the end date specified in the Service Contract terms and/or upon completion of the Expert Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Client remains obligated to pay the Expert Fees for any Expert Services provided prior to termination of the Hourly Contract.
20.6 INTELLECTUAL PROPERTY RIGHTS
In addition to Section 6 of these Terms, the following shall be applicable:
Certain Defined Terms The following capitalized terms have the following meanings:
- “Background Technology” means all Inventions developed by Expert other than in the course of providing Expert Services to Client under the Service Contract and all Inventions that Expert incorporates into Work Product.
- “Client Materials” means requests, intellectual property, and any other information or materials that Client provides to Expert for Expert to perform Expert Services.
- “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
Expert will disclose in the Engagement Terms any Background Technology which Expert proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Expert discloses no Background Technology, Expert warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Expert will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Expert, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Expert agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.
License to Background Technology
Upon Expert’s receipt of payment from Client, Expert hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with rights to sublicense through multiple levels of sublicensees, 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 Background Technology incorporated or used in Work Product.
Client grants Expert a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Expert Services under the applicable Service Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Service Contract, or upon Client’s written request, Expert will immediately return all Client Materials to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Service Contract) contained in or on Expert’s premises, systems, or any other equipment or location otherwise under Expert’s control. Within ten days of such request from Client, Expert agrees to provide written certification to Client that Expert has returned or destroyed all Client Materials and Work Product as provided in this subsection.
Ownership of Work Product and Intellectual Property
Upon Expert’s 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. If Expert has any Intellectual Property Rights to the Work Product that are not owned by Client upon Expert’s receipt of payment from Client, Expert hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Expert retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Expert hereby waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights under applicable law in and to the Work Product.
License to or Waiver of Other Rights
If Expert has any right to the Work Product, including without limitation any Intellectual Property Right, that cannot be assigned to Client by Expert, Expert hereby automatically, upon Expert’s receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Expert, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Expert has any rights to such Work Product that cannot be assigned or licensed, Expert hereby automatically, upon Expert’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights.
Expert will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Service Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Expert’s signature on any document needed in connection with the foregoing, Expert hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the same legal force and effect as if executed by Expert.
20.7 WORKER CLASSIFICATION
Client assumes all liability for determining whether Experts are Client's independent contractors or employees and engaging them accordingly; Morph Ventures disclaims any liability for such determination or the related Engagement. This Agreement does not create a partnership or agency relationship between Client and Expert, or the Expert and Morph Ventures. Expert does not have authority to enter into written or oral (whether implied or express) contracts on behalf of Morph Ventures. For Service Contracts classified as independent contractor relationships, Client may not require an exclusive relationship between Client and Expert. An Expert classified as an independent contractor is free at all times to provide Expert Services to persons or businesses other than Client, including any competitor of Client.
20.8 HIRING OF EXPERTS & LIMITATIONS
Expert understands and agrees that Expert is responsible for accurately recording Expert’s work hours on the platform. By completing and/or submitting a Submission Log, Expert verifies that the hours worked reflected in the Submission Log are accurately recorded and include all hours worked. Expert waives any right to recover damages from Morph Ventures for any unpaid fees, including but not limited to overtime fees, not accurately reflected in the Submission Log. Expert acknowledges that Expert, and not Morph Ventures, will be responsible for timely and professionally completing all work that he or she is assigned while working as an Expert. Expert waives any right to recover expense reimbursements from Morph Ventures as it pertains to execution of the Engagement. Experts must submit expense reimbursements for an Engagement, such as travel expenses, to the Client directly per the Client’s reimbursement policy and not through the Site. In the event of Client non-payment for Expert expenses, Morph Ventures is not liable for any payout for these expenses. Any expenses submitted to a Client directly must be approved in advance by the Client.
Client acknowledges and agrees that Client selects an Expert to hire for Expert Services based upon Client’s determination that Expert possesses the skills, background, and education to satisfy the requirements of the assignment. Morph Ventures does not (a) select the Expert; (b) have the authority or ability to decide to engage the Expert on behalf of Client; (c) make any independent evaluation or investigation or otherwise conduct any due diligence regarding Experts, their resumes, qualifications, skills, background, or prior experience; or (d) make any representations or warranties as to the skills, experience, background, or education of any Expert. All information regarding an Expert posted on or to the Site or provided by Morph Ventures is intended to be indicative or illustrative only and is not intended to be a guarantee or warranty on the part of Morph Ventures. Morph Ventures is not responsible for and shall have no liability for Client’s use of or reliance on any Expert Information posted or provided by Morph Ventures. Client is wholly responsible for processing and payment of Expert expense reimbursements as it relates to the Engagement. Payment for the hours worked by the Expert is the only form of Engagement payment allowed through the Site. While Morph Ventures may revise Engagement Information on the Client’s behalf based upon information provided by the Client or for correct spelling and clarity, the Client is solely responsible for maintaining and updating their Engagement Information prior to hiring an Expert and ensuring its accuracy for Experts to review.
The Client has the right not to hire an Expert for any lawful reason or no reason at all, including if the Expert does not meet the Client’s standards for employment or the job is considered, in the Client’s sole discretion, too hazardous or not covered by the applicable workers’ compensation insurance policy. No Expert may be engaged to perform services that require the Expert to handle hazardous materials or operate heavy machinery.
21. RECORDS OF COMPLIANCE
Client and Expert will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement; any Service Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws; and (2) provide copies of such records to Morph Ventures upon request. Nothing in this subsection requires or will be construed as requiring Morph Ventures to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract.
22. RELATIONSHIP WITH MORPH VENTURES
Morph Ventures is not a party to the dealings between Client and Expert, including posts, proposals, screening selection, contracting, and performance of Expert Services. Morph Ventures does not introduce Experts to Clients or help Experts find Engagements. Morph Ventures merely makes the Site Services available to enable Experts to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Experts for themselves. Morph Ventures does not, in any way, supervise, direct, or control Expert or Expert’s work. Morph Ventures does not set Expert’s work hours, work schedules, or location of work, nor is Morph Ventures involved in determining if the Expert Fees will be set at an hourly or fixed rate for a Service Contract. Morph Ventures will not provide Expert with training or any equipment, labor, or materials needed for a particular Service Contract. Morph Ventures does not provide the premises at which the Expert will perform the work. Morph Ventures makes no representations about, and does not guarantee the quality, safety, or legality of, the Expert Services; the truth or accuracy of Expert’s listings on the Site; the qualifications, background, or identities of Users; the ability of Experts to deliver the Expert Services; the ability of Clients to pay for the Expert Services; or that a Client or Expert can or will actually complete a transaction.
Morph Ventures does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Expert, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Expert’s performance, and Client’s acceptance, of Expert Services.
Morph Ventures is not required to and may not verify any feedback or information given to us by Experts or Clients, nor does Morph Ventures perform background checks on Experts or Clients.
You hereby acknowledge and agree that Morph Ventures may provide information on the Site about an Expert or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Experts or Clients voluntarily submit to Morph Ventures and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Morph Ventures; Morph Ventures provides such information solely for the convenience of Users.
23. THIRD-PARTY BENEFICIARY
Client and Expert appoint Morph Ventures as a third-party beneficiary of their Service Contracts for purposes of enforcing any obligations owed to, and any benefits conferred on, Morph Ventures hereunder. For example, Section 17.1(c) and Section 17.1(d) of this Agreement prohibit certain terms in any Service Contract and Morph Ventures is hereby made a third-party beneficiary for purposes of enforcing such prohibitions. Client and Expert further agree that Morph Ventures has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a third-party beneficiary under the Service Contracts.
This Agreement and any Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Morph Ventures, except and solely to the extent expressly stated in this Agreement.
24. GENERAL – SERVICE CONTRACTS
Service Contracts by and between Expert and Client will be governed by Sections 20 (Service Contract Terms), 21 (Records of Compliance), 22 (Relationship with Morph Ventures), 23 (Third-Party Beneficiary), 24 (General – Service Contracts), 27 (Confidential Information), 31 (General) and 32 (Definitions) of this Agreement, as applicable, either directly or by way of analogy.
24.1. ENTIRE AGREEMENT
The terms and conditions set forth in this Agreement and any additional or different terms expressly agreed by Client and/or Expert will constitute the entire agreement and understanding of Client and Expert with respect to each Service Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.
25. MORPH VENTURES' ROLE
25.1 SERVICE CONTRACTS
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Experts; (b) Morph Ventures is not a party to any Service Contracts between Clients and Experts; (c) you are not an employee of Morph Ventures, and Morph Ventures does not, in any way, supervise, direct, or control the Expert or Expert Services; (d) Morph Ventures will not have any liability or obligations under or related to Service Contracts or any acts or omissions by you or other Users; (e) Morph Ventures has no control over Experts or the Expert Services offered or rendered by Experts; and (f) Morph Ventures makes no representations as to the reliability, capability, or qualifications of any Expert or the quality, security, or legality of any Expert Services, and Morph Ventures disclaims any and all liability relating thereto.
26. LICENSES AND THIRD-PARTY CONTENT
26.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with this Agreement, Morph Ventures grants you a limited license to access and, if you have created an Account, to use the Site for the purpose of using the Site Services. You must not access (or attempt to access) the Site or Site Services by any means other than the interface provided, and you will not use information from the Site or Site Services for any purposes other than the purposes for which it was made available. You agree not to use the Site or Site Services for offering any goods or services other than Expert Services as permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site Services in any way for any public or commercial purpose without Morph Ventures' prior written consent. You must not use any content of the Site or Site Services on any other website or in a networked computer environment for any purpose except your own viewing without Morph Ventures' prior written consent. You must not frame or link to the Site or Site Services except as permitted in writing by Morph Ventures. You must not attempt to reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the operation of, or otherwise attempt to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law. You will not access Site Services in order to build a similar service or application, or publish any performance, or any benchmark test or analysis relating to the Site Services. Morph Ventures and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Morph Ventures or the Site logos and names are trademarks of Morph Ventures and may be registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Morph Ventures' or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
26.2 USER CONTENT LICENSE
When you post User Content on the Site or through the Site Services or provide Morph Ventures with User Content, you represent and warrant that you have the right, power, and authority to post that User Content and grant the licenses specified below. You further represent and warrant that by posting or providing such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Morph Ventures may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Morph Ventures and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is gratuitous, unsolicited, and without restriction and will not place Morph Ventures under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Morph Ventures does not waive any rights to use similar or related ideas known or developed by Morph Ventures or obtained from sources other than you.
26.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Morph Ventures and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any other software, firmware, hardware, computer system, or network of Morph Ventures or any third party.
26.5 THIRD-PARTY VERIFICATION
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Morph Ventures. Morph Ventures neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Morph Ventures' authorized employees acting in their official capacities.
26.6 LINKS AND APPLICATIONS
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Morph Ventures is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
26.7 MOBILE AND OTHER DEVICES
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site. Morph Ventures disclaims any liability arising out of any loss of data, data interruption or disruption of mobile services as a result of using the mobile application version of the Site.
26.8 SITE UPDATES
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You will promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates will be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Morph Ventures reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Morph Ventures will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
27. CONFIDENTIAL INFORMATION.
In addition to Section 5 of these Terms, the following shall be applicable:
To the extent a Client or Expert provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’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 another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Expert Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Expert); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Expert Services. The following should be considered strictly confidential: (1) the identity of Clients (e.g., Experts should not list Clients on your resume or website); (2) information about Projects; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (4) any other nonpublic or proprietary information of Morph Ventures or its Clients (collectively, “Restricted Information”).
If and when Confidential Information is no longer needed for the performance of the Expert Services for a Services Contract or at Client’s or Expert’s written request (which may be made at any time at Client’s or Expert’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting Section 27.1 (Confidentiality), Client, Expert, and Morph Ventures will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Expert Services for a Services Contract.
27.4 INSIDER TRADING LEGAL PROHIBITIONS AND PENALTIES
U.S. federal securities laws and the laws of most jurisdictions worldwide generally prohibit “insider trading” or the purchase or sale, or the recommendation of a purchase or sale, of any stock, bond, option or other security by a person while he or she is in possession of “material nonpublic information” (sometimes also referred to as “inside information”) about the security or its issuer. The use of such material nonpublic information to avoid losses is no less a violation than the use of such information to generate profits.
Regulators have treated the detection and prosecution of insider trading violations as an enforcement priority, and violations have also been the subject of private legal actions. U.S. federal and state securities laws provide for criminal and civil penalties for violations of the insider trading laws. Sanctions or penalties include jail sentences, civil injunctions, fines for the person who committed the violation of up to three times the profit gained or loss avoided as a result of the unlawful trades, whether or not the person fined actually traded, and fines for the person’s employer or other controlling person.
A person can be subject to some or all of these penalties as a “tipper” if he or she discloses material nonpublic information to another person who then trades while in possession of such information. A person can incur “tipper-tippee” liability if his or her disclosure of information breaches a duty owed to the issuer or the source of the information. A tipper can be liable even if he or she does not personally receive a direct monetary benefit from the ensuing trading activity.
It is also important to understand that the prohibitions on disclosing or misusing information do not apply only to “insiders” such as officers, directors, employees and significant shareholders of an issuer. The prohibitions can also apply to “outsiders” such as consultants, accountants, lawyers and underwriters who have a duty of trust or confidence to the source of the material nonpublic information. In addition, the prohibitions can also apply to persons with a family relationship to the source of the information, and to persons with any other relationship of trust or confidence with the source (such as when people have a history, pattern or practice of sharing confidences).
You are prohibited from disclosing any nonpublic information in breach of any duty of trust or confidence to the source or subject matter of the information.
27.5 MATERIAL INFORMATION
Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to purchase, sell or hold a security or other financial instrument. It is also information that, if disclosed, is reasonably likely to affect the market price of the security or instrument. Information may be material even if it relates to speculative or contingent events. Information that is material with respect to a security is also likely to be material with respect to options and other related derivatives.
Information that is material usually includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition discussions or agreements, major litigation or regulatory investigations, regulatory approvals or disapprovals, and extraordinary management developments.
Because the determination of whether information is “material” involves questions of judgment (that may be second-guessed by a regulator who has the benefit of hindsight), you should refrain from disclosing nonpublic information if you have any questions about whether the information might potentially be considered material.
27.6 NON-PUBLIC INFORMATION
Information is nonpublic until it has been effectively communicated to the market place or made widely available to the general public such as by means of a press release carried over a major news services, a public filing made with a regulatory agency, or material sent to security holders or potential investors (such as a proxy statement or prospectus).
It is sometimes difficult to know whether information has been made public. The fact that nonpublic information is reflected in rumors in the marketplace does not mean that the information has been publicly disseminated. Even when some information regarding a matter has been made public, other aspects of the matter may remain nonpublic.
In addition to the recognition that Morph Ventures is not a party to any contract between Client and Expert, you hereby release Morph Ventures, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Expert Services provided to Client by an Expert and requests for refunds based upon disputes. Procedures regarding the handling of certain disputes between Users are discussed in subsection 30 (Cancellations, Refunds and Disputes).
This release will not apply to a claim that Morph Ventures failed to meet our obligations under this Agreement.
29. AGREEMENT TERM AND TERMINATION
This Agreement, as amended from time to time, will become effective on the later of the Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. Unless both you and Morph Ventures expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other. You shall provide written notice to legal@expertDB.com. Morph Ventures shall provide written notice at your email address on file. In the event you properly terminate this Agreement or deactivate your account through the Site, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (b) Morph Ventures will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Morph Ventures for any Site Services and to any Experts for any Expert Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any User with whom you have entered into a Service Contract, or Morph Ventures from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of the Terms of Service necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting Morph Ventures' other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or Morph Ventures or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If your Account is suspended or closed, you may not use the Site under the same Account or a different Account or reregister under a new Account without Morph Ventures' prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
Without limiting Morph Ventures' other rights or remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Morph Ventures or our Affiliates under this Agreement, you must pay Morph Ventures for all fees owed to Morph Ventures and our Affiliates and reimburse Morph Ventures for all losses and costs (including any and all time of Morph Ventures' employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, Morph Ventures will retain this information along with all your previous posts and proposals for a period of up to five years from the date of closure. However, you understand that any closure of your Account may involve deletion of any content stored in your Account for which Morph Ventures will have no liability whatsoever.
29.1 ENFORCEMENT OF AGREEMENT
Morph Ventures has the right, but not the obligation, to suspend or revoke your access to the Site and Site Services if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement or the Terms of Service or violated our rights or those of another party. Without limiting Morph Ventures' other rights or remedies, we may suspend or close your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any further access to the Site or the Services to you if (a) you breach any terms and conditions of this Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or Morph Ventures.
29.2 CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing or deactivation of your Account will not relieve Client of the requirement to pay for Expert Services performed prior to the effective date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Morph Ventures to charge to its Payment Method pursuant to Section 18 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Morph Ventures will pay Expert, in accordance with the provisions of Section 18 (Payment Terms) for all time recorded in the Submission Logs incurred prior to the effective date of the termination or deactivation thereafter for any Service Contracts executed before termination of this Agreement or deactivation of the User Account.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both yourself and other Users who have entered into Service Contracts with you. You therefore agree as follows: IF MORPH VENTURES DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, MORPH VENTURES HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
30. CANCELLATIONS, REFUNDS, AND DISPUTES
30.1 DISPUTE PROCESS AND SCOPE
For disputes arising between Clients and Experts, you agree to abide by the dispute process that is explained in the Payment Instructions that apply to your particular Service Contract.
If a dispute arises between you and Morph Ventures or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Morph Ventures, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Morph Ventures (including any claimed employment with Morph Ventures or one of its Affiliates or successors), the termination of your relationship with Morph Ventures, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service Contract, or agreements, any payments or monies you claim are due to you from Morph Ventures or its Affiliates or successors or Clients, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment, and all other federal or state legal claims arising out of or relating to your relationship with Morph Ventures or the termination of that relationship.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
30.2 GOVERNING LAW
This Agreement and any Claim will be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). You agree that the Uniform Computer Information Technology Act (UCITA) and the United National Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service.
30.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify Morph Ventures of the Claim at Attn: legal@expertDB.com, and Morph Ventures agrees to provide to you a notice at your email address on file (in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Morph Ventures must include pertinent account information, a brief description of the Claim, and Morph Ventures' contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Morph Ventures will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action. Except as otherwise prohibited by law, any claim or dispute must be submitted for informal dispute resolution within one (1) month from the date such cause of action arises.
30.4 MANDATORY BINDING ARBITRATION
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Users.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Morph Ventures, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from SIAC.
A. Scope of Arbitration Agreement and Conduct of Arbitration
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three arbitrator(s). The language of the arbitration shall be English.
Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate, investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration, if any.
B. Interpretation and Enforcement of this Arbitration Provision
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Agreement is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be unenforceable, you and Morph Ventures agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
C. Class Action and Jury Trial Waiver
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Morph Ventures agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the SIAC Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Morph Ventures agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under applicable law by filing or participating in a class, collective or representative action in any forum. However, Morph Ventures may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under applicable law and seek dismissal of such class, collective or representative actions or claims.
D. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Morph Ventures in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Morph Ventures at legal@expertDB.com that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to legal@expertDB.com.
31.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Morph Ventures relating to the subject matter hereof and thereof 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 hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Morph Ventures drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Morph Ventures because of the authorship of any provision of this Agreement.
31.2 SIDE AGREEMENTS
Notwithstanding subsection 31.1 (Entire Agreement), Clients and Experts 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 this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Morph Ventures' obligations or restrict Morph Ventures' rights under this Agreement.
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Intellectual Property Rights.
No modification or amendment to this Agreement will be binding upon Morph Ventures unless in a written instrument signed by a duly authorized representative of Morph Ventures. For the purposes of this subsection, a written instrument will expressly exclude electronic communications, such as email and electronic notices, but will include facsimiles. This Section 31.4 (Modifications) does not apply to amendments to this Agreement posted by Morph Ventures to the Site from time to time.
31.5 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without Morph Ventures' prior written consent in the form of a written instrument signed by a duly authorized representative of Morph Ventures (and, for the purposes of this subsection, a written instrument will expressly exclude electronic communications such as email and electronic notices, but will include facsimiles). Morph Ventures may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
31.8 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Agreement will terminate.
31.9 PREVAILING LANGUAGE AND LOCATION
The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is currently controlled and operated from our facilities in Singapore which may be subject to change as and when required. Morph Ventures makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities.
31.10 COMMUNICATIONS FROM YOU TO MORPH VENTURES
All notices to Morph Ventures or our Affiliates intended to have a legal effect must be in writing and delivered either in writing via email to legal@expertDB.com. All such notices are deemed effective upon receipt by Morph Ventures. Morph Ventures does not accept service of any legal process by email or mail; all such service should occur by hand delivery on Morph Ventures or its registered agent for service of process at 11 Cove Way #09-02 Singapore 098202.
31.11 THIRD PARTY RIGHTS
A person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act (Chapter 53B of Singapore) to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the said Act.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Morph Ventures.
“Client” means any authorized User utilizing the Site to seek and/or obtain Expert Services from another User. From time to time, Morph Ventures may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Morph Ventures when Morph Ventures acts in this way.
“Client Deliverables” means requests, intellectual property, and any other information or materials that an Expert receives from a Client to perform Expert Services.
“Confidential Information” means Client Deliverables, Expert Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Expert Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Expert or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an engagement for Expert Services that an Expert provides to a Client under a Service Contract on the Site.
“Escrow Account” means Client Escrow Account or Expert Escrow Account.
“Payment Instructions” means the Hourly, Bonus and Expense Payment Agreement
“Expert” means any authorized User utilizing the Site to advertise and provide Services to Clients.
“Expert Deliverables” means requests, intellectual property, and any other information or materials that a Client receives from an Expert for a particular Service Contract.
“Expert Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded by Expert in the Submission Logs, multiplied by the hourly rate set by the Expert; b) any bonuses or other payments made by a Client.
“Expert Services” means all services performed for or delivered to Clients by Experts.
“Hourly Contract” means a Service Contract for which Client is charged based on the hourly rate set by the Expert.
“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.
“Payment Method” means a valid credit card issued by a bank acceptable to Morph Ventures, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Morph Ventures may accept from time to time in our sole discretion.
“Service Contract” means, as applicable, the contractual provisions between a Client and an Expert governing the Expert Services to be performed by an Expert for Client for an Engagement; and, the additional agreements referenced in Section 17.1 (Service Contracts).
“Site Services” means all services that are accessible through the Site.
“Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
“Submission Logs” means the report of hours recorded for a stated period by an Expert for the Expert Services performed for a Client.
“Work Product” means any tangible or intangible results or deliverables that Expert agrees to create for, or actually delivers to, Client as a result of performing the Expert Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or other information that you post to any part of the Site or provide to Morph Ventures.
Exhibit A - Supplemental Site Promotions Terms & Conditions
Effective Date: May 12, 2016 - Subject to change or cancellation without notice.
2. Personal invite referral codes and links should only be used for personal and non-commercial purposes. This means that you can share your invite link with your personal connections via social media where you are the primary content owner. Public distribution on sites where you are a contributor but not the primary content owner (e.g., Wikipedia, coupon websites) is not allowed. Promoting your referral code via Search Engine Marketing (e.g., AdWords/Yahoo/Bing) is also not allowed.
3. You agree that referral related credit: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Morph Ventures; (iii) may be disabled by us at any time for any reason without liability to Morph Ventures/the Site; (iv) may only be used pursuant to the specific terms that Morph Ventures establishes for such referral credit or commission; (v) are not valid for cash; and (vi) may expire prior to your use. Morph Ventures reserves the right to withhold or deduct credits or other features or benefits obtained through the use of referral Codes by you or any other user in the event that Morph Ventures determines or believes that the use or redemption of the referral was in error, fraudulent, illegal, or in violation of the applicable referral terms or these Terms.
4. Your referral credit balance may be redeemed in one of the following two manners: (i) For every payment transaction more than $100, you would be entitled to a discount of up to $5, based on your available credit. (ii) For every payout transaction more than $100, you would be paid an additional $5, based on your available credit. If your available credit is less than $5, then your entire credit amount would be utilized to provide a discount (for case (i)) or additional payout (for case (ii)). The minimum limit of $100 for credit to be redeemed would remain applicable. You agree that Morph Ventures reserves the right to change this minimum limit at any point of time.
5. You agree that reward, credit, commission and referral policies, amounts and terms may be modified, disabled or removed by Morph Ventures at any time and any accrued User referral credit/commission may be made null and void. In addition, credit may be revoked for refunded projects.
6. In case credit is applied during payout, it will be made in Singapore dollars or currency equivalent using a currency exchange at the sole discretion of Morph Ventures. Morph Ventures reserves the right to investigate any suspicious, unprofessional, or inappropriate registration or transactional activity. Morph Ventures also reserves the right to delay providing any Referral credit, in our sole discretion, while we conduct an investigation of such activity. If Morph Ventures, in our sole discretion, concludes that a particular registration or transaction was deceptive or did not qualify as an Eligible referral Registration, payment or payout transaction, you agree that Morph Ventures will not be obligated to provide any Referral commission or credit for such registration.
Definitions: Commission fee is the additional fee we charge buyers of expert services and/or experts themselves as a percentage of the expert's hiring cost.
8. We reserve the right to suspend your account and revoke any referral-based credit if they were earned against our terms. You agree that credit, commission, referral policies, amounts and terms may be modified, disabled or removed by Morph Ventures at any time without notification.
9. This referral-based credit structure hereby supersedes and replaces any prior reward or promotion for users that have signed up prior to Site launch or post Site launch. Referral-based credit is not applicable for a user who has joined a managed account/team, whether as an administrator or member. This will hold even if the user had any credit prior to joining a managed account/team.
10. Your use of the Site will signify your acceptance of and agreement to this Referral Program. Morph Ventures reserves the right to modify or terminate the Referral Program and earned referral credit or commission fees at any time for any reason. If Promotion terms are terminated or altered prior to payout, User will not receive payout and will forfeit any promotional referral credit or commission fee.