Doer Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES, AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
TERMS OF SERVICE
If you are using the Site, Application or Services and you reside in the USA, you are contracting with Guide Projects, Inc. with respect to use of the Doer Site, Application or Services, and with respect to any payments or payouts from or to you conducted through the Site, Application or Services. For purposes of these terms of service, terms applying to Doer shall also refer to and include Guide Projects, Inc.
Doer provides an online platform that connects expert offering consulting or learning sessions (collectively, the “Services”), which Services are accessible at www.doer.expert and any other websites through which Doer makes the Services available (collectively, the “Site”) and as any application for mobile devices (an “Application”). By using the Site or Application, you agree to comply with and be legally bound by the terms and conditions of these Terms of Service ("Terms"), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Site, any Application and Services and all Collective Content (defined below), and constitute a binding legal agreement between you and Doer. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site, Application or Services. Failure to use the Site and Application in accordance with these Terms may subject you to civil and criminal penalties.
THE SITE, ANY APPLICATION AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH EXPERTS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR CONSULTING SESSIONS (DEFINED BELOW) AND BUYERS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK SESSIONS DIRECTLY WITH THE EXPERTS. YOU UNDERSTAND AND AGREE THAT DOER IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN EXPERTS AND BUYERS. DOER HAS NO CONTROL OVER THE CONDUCT OF EXPERTS AND OTHER USERS OF THE SITE, APPLICATION AND SERVICES OR ANY PLACES IN OR THIRD-PARTY PLATFORMS ON WHICH SERVICES TAKE PLACE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
“Doer Content” means all Content that Doer makes available through the Site, Application, or Services, including any Content licensed from a third party, but excluding Member Content.
“Booking Request Period” means the time period starting from the time when a booking is requested by a Buyer (as determined by Doer in its sole discretion), within which an expert may decide whether to confirm or reject that booking request, as stated on the Site, Application or Services.
“Collective Content” means Member Content and Doer Content.
“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.
“Buyer” and “Buyer” mean a Member who may request from an expert a session booking via the Site or who are involved in a session and are not the Expert for the session.
“Session” means a meeting, class, or session between a Expert and any other member. For the purposes of this document, “meeting,” “class,” “booking” and “session” may be used interchangeably.
“Expert” means a Member who creates a Session Listing via the Site, Application and Services..
“Listing” or “Session Listing” mean an offering of a session that is listed by an expert as available for booking via the Site, Application, and Services.
“Member” means a person who completes Doer’s account registration process, including but not limited to guides and Buyers, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site, Application or Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), that service providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Certain areas of the Site and Application (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Application, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Application, Services, or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE, APPLICATION OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE AND APPLICATION. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Doer reserves the right, at its sole discretion, to modify the Site, Application or Services or to modify these Terms, including the Service Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site, Application or Services after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site, Application and Services.
The Site, Application and Services are intended solely for persons who are 18 or older. Any access to or use of the Site, Application or Services by anyone under 18 is expressly prohibited. By accessing or using the Site, Application or Services you represent and warrant that you are 18 or older.
How the Site, Application and Services Work
The Site, Application and Services can be used to facilitate the listing and booking of sessions and classes taught by Expert (“Sessions”). Such Sessions are included in Listings on the Site, Application and Services by Experts. You may view Listings if you create a Doer Account (defined below).
As stated above, Doer makes available an online platform or marketplace with related technology for Buyers and Experts to meet online and arrange for bookings of Sessions directly with each other. Doer is not an employer of Experts, nor does it own, license, or rent the spaces or third-party platforms in or on which Sessions are conducted. Unless explicitly specified otherwise in the Doer' platform, Doer’s responsibilities are limited to: (i) facilitating the availability of the Site, Application and Services and (ii) serving as the limited payment collection agent of each expert for the purpose of accepting payments from Buyers on behalf of the expert.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APPLICATION AND SERVICES ARE INTENDED TO BE USED TO FACILITATE EXPERT AND BUYERS CONNECTING AND BOOKING MEETINGS DIRECTLY WITH EACH OTHER. DOER CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY MEETINGS. DOER IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND MEETINGS. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE BUYER’S OWN RISK.
In order to access certain features of the Site and Application, and to book a Session, you must register to create an account (“Doer Account”) and become a Member. You may register to join the Services directly via the Site or Application or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Google and Facebook; each such account, a “Third-Party Account”), via our Site or Application, as described below. As part of the functionality of the Site, Application and Services, you may link your Doer Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Doer through the Site, Services or Application; or (ii) allowing Doer to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Doer and/or grant Doer access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Doer to pay any fees or making Doer subject to any usage limitations imposed by such third-party service providers. By granting Doer access to any Third-Party Accounts, you understand that Doer will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Site, Services and Application via your Doer Account and Doer Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Doer Account on the Site, Services and Application. Please note that if a Third-Party Account or associated service becomes unavailable or Doer’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site, Services and Application. You have the ability to disable the connection between your Doer Account and your Third-Party Accounts, at any time, by accessing the “Settings” section of the Site and Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Doer makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Doer is not responsible for any SNS Content.
We will create your Doer Account and your Doer Account profile page for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Doer Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Doer reserves the right to suspend or terminate your Doer Account and your access to the Site, Application and Services if you create more than one (1) Doer Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Doer Account, whether or not you have authorized such activities or actions. You will immediately notify Doer of any unauthorized use of your Doer Account.
As a Member, you may create Listings for your offered Session for consulting, advice, or instruction. Listings may be made publicly available via the Site, Application and Services. Other Members will be able to book your services via the Site, Application and Services based upon the information provided in your Listing. You understand and agree that once a Buyer requests a booking of your Session, you may not request that the Buyer pay a higher price than in the booking request.
You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the booking of a Session (i) will not breach any agreements you have entered into with any third parties, and (ii) will (a) be in compliance with all applicable laws, Tax requirements, and rules and regulations that may apply to any service included in a Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that Doer assumes no responsibility for an expert’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Doer reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Doer, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Doer’s then-current Policies, or otherwise harmful to the Site, Application or Services.
If you are an Expert, you understand and agree that Doer does not act as an insurer or as your contracting agent. If a Buyer requests a booking of your service and it is booked, any agreement you enter into with such Buyer is between you and the Buyer and Doer is not a party thereto. Notwithstanding the foregoing, Doer serves as the limited authorized payment collection agent of the expert for the purpose of accepting, on behalf of the expert, payments from Buyers of such amounts stipulated by the expert (including fees and/or Taxes).
When you create a Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a booking of your Session, including, but not limited to, requiring Members to have a profile picture or verified phone number, in order to book your service. Any Member wishing to book service included in Listings with such requirements must meet these requirements.
If you are an expert, Doer makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm for booking for your service. You acknowledge and agree that, as an expert, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the session at your request or invitation, excluding the Buyer (and the individuals the Buyer invites to the session, if applicable.)s
Doer recommends that experts obtain appropriate insurance related to provision of their services. Please review any insurance policy that you may have for your service carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Buyers (and the individuals the Buyer invites to the session, if applicable) during your session.
At some point, Doer may offer Experts the option of having photographers take photographs of themselves or related images for their session offering. If you as an Expert choose to have a photographer do this, the photographs taken will be made available to you to include in your Listing (“Doer Images”). All images, materials and content created by these photographers provided by Doer, including Verified Images, constitute Doer Content, regardless of whether you include them in your profile.
Doer does not endorse any Member or any Session. You understand that Doer Images are intended only to indicate a photographic representation of the Expert and/or service at the time the photograph was taken. Doer profiles and any Doer Images are therefore not an endorsement by Doer of any Member or any service. Members are required by these Terms to provide accurate information, and although Doer may at some point undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.
Any references in the Site, any Application or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Doer about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site, Application and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to book an expert or to accept a booking request from another Member, or to have any other interaction with any other Member. We are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site, Application or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Doer with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any sessions. This limitation shall not apply to any claim by an expert against Doer regarding the remittance of payments received from a Buyer by Doer on behalf of an expert, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability.”
Bookings and Financial Terms
“Session Fees” means the amounts that are due and payable by a Buyer in exchange for that Buyer’s time spent with an Expert. The expert alone, and not Doer, determines these amounts. The expert may in his or her sole discretion decide to include in these amounts (i) a materials fee or any other fee permitted on the Doer platform, or (ii) Taxes that the expert determines that he or she has to collect.
“Buyer Fees” means any fee that Doer charges a Buyer for the use of its online platform, which is calculated as a percentage of the applicable Service Fees. The Buyer Fees will be displayed to the buyer when booking an expert.
“Expert Fees” means any fee that Doer charges an expert for the use of its online platform, which is calculated as a percentage of the applicable Service Fees. The Expert Fees will be displayed to the expert when the expert is asked whether to confirm or reject a booking request from a prospective Buyer; Doer may also charge no fee to the expert.
“Service Fees” means collectively the Buyer Fees and the Expert Fees.
“Total Fees” means collectively the Session Fees and the Buyer Fees (plus any Taxes in respect of Buyer Fees, such as VAT in Europe).
Bookings and Financial Terms for Expert
If you are an expert and a booking is requested for your Session via the Site, any Application and Services, you will be required to either confirm or reject the booking request, and may be required to do so within a designated period. When a booking is requested via the Site, Application and Services, you will be able to view (i) the first and last name that the Buyer who has requested the booking provided on signup and the (ii) Buyer’s Doer Account profile page. When you confirm a booking requested by a Buyer, Doer will send you an email, text message or message via the Application confirming such booking, depending on the selections you make via the Site, Application and Services.
Doer will collect the Total Fees at the time of booking confirmation and will initiate payment of the Service Fees (less any Doer’s expert Fees and any Taxes in respect of the expert Fees, such as VAT in Europe) to the expert within 24 hours of when the Buyer finishes the applicable Session (except to the extent that a refund is due to the Buyer). A buyer has a brief grace period in which to cancel without charge, as disclosed on the Doer site. Doer may require the Buyer to renew or extend the Session time during the session, for example, in hourly increments, as disclosed on the Doer site.. The time it takes for the expert to receive payouts may depend upon the method for receiving payouts chosen by the expert. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the expert, including by deducting their charges from the payout amount.
If you owe or agree to pay any amount to Doer (whether as a result of your bookings or actions as a Buyer or otherwise), then Doer may (but is not obliged to) withhold the amount owing to Doer from any payout amounts due to you as a expert, and use the withheld amount to setoff the amount owed by you to Doer. If Doer does so, then your obligation to pay Doer will be extinguished to the extent of the amount withheld by Doer, and Doer will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld.
Appointment of Doer as Limited Payment Collection Agent for Expert
Each Expert hereby appoints Doer as the expert’s limited payment collection agent solely for the purpose of accepting the Service Fees from Buyers.
Each Expert agrees that payment made by a Buyer through Doer, shall be considered the same as a payment made directly to the Expert, and the Expert will make the Session available to the Buyer in the agreed-upon manner as if the Expert has received the Service Fees. Each Expert agrees that Expert may, in accordance with the cancellation policy selected by the expert and reflected in the relevant Listing, (i) permit the Buyer to cancel the booking and (ii) refund (via Doer) to the Buyer that portion of the Service Fees specified in the applicable cancellation policy. Each expert understands that as Doer accepts payments from users as the Expert’s limited payment collection agent and that Doer’s obligation to pay the Expert is subject to and conditional upon successful receipt of the associated payments from Buyer. Doer does not guarantee payments to experts for amounts that have not been successfully received by Doer from Buyers. In accepting appointment as the limited authorized agent of the expert, Doer assumes no liability for any acts or omissions of the expert.
Please note that Doer does not currently charge fees for the creation of Listings. However, you as an expert acknowledge and agree that Doer reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Listings. Please note that Doer will provide notice of any Listing fee collection via the Site, Application and Services, prior to implementing such a Listing fee feature.
Bookings and Financial Terms for Buyers
The Experts, not Doer, are solely responsible for honoring any confirmed bookings--whether booked for the present or future--and conducting sessions reserved through the Site, any Application and Services. If you, as a Buyer, choose to enter into a transaction with a Expert for the booking of an Session, you agree and understand that you will be required to enter into an agreement with the expert and you agree to accept any terms, conditions, rules and restrictions associated with such sessions imposed by the expert. You acknowledge and agree that you, and not Doer, will be responsible for performing the obligations of any such agreements, that Doer is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Doer disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Doer is not a party to the agreement between you and the expert, Doer acts as the Expert’s payment collection agent for the limited purpose of accepting payments from you on behalf of the expert. Upon your payment of the Total Fees to Doer, your payment obligation to the Expert for the Session Fees is extinguished, and Doer is responsible for remitting the Session Fees (less the Expert Fees and any Taxes in respect of the Expert Fees, such as VAT in Europe), in the manner described in these Terms. In the event that Doer does not remit any such amounts as described in these Terms, such Expert will have recourse only against such Doer entity.
The Total Fees payable will be displayed to a Buyer before the Buyer sends a booking request to an Expert. If a booking is cancelled within the appropriate grace period as defined by the Doer site (i.e. not confirmed by the applicable expert), any amounts collected by Doer Payments will be refunded to such Buyer, depending on the selections the Buyer makes via the Site and Application, and any pre-authorization of such Buyer’s credit card will be released, if applicable.
You as a Buyer agree to pay Doer for the Total Fees for any booking requested in connection with your Doer Account if such requested bookings are confirmed by the applicable expert. In order to establish a booking pending the applicable expert’s confirmation of your requested booking, you understand and agree that Doer, on behalf of the expert, reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card any reasonable amount in the currency in which you are transacting (e.g. one euro or one British pound), to verify your credit card. Once Doer receives confirmation of your booking from the applicable expert, Doer Payments will collect the Total Fees in accordance with these Terms and the pricing terms set forth in the applicable Listing. Please note that Doer cannot control any fees that may be charged to a Buyer by his or her bank related to Doer collection of the Total Fees, and Doer disclaims all liability in this regard.
In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address and credit card information either to Doer’s third-party payment processor(s), including but not limited to Braintree. You agree to pay Doer for any confirmed bookings made in connection with your Doer Account in accordance with these Terms by one of the methods described on the Site or Application, e.g. by Venmo, bank account, PayPal or credit card. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Doer or indirectly, via a third-party online payment processor or by one of the payment methods described on the Site or Application. If in-person sessions are made available, you also authorize Doer to charge your credit card in the event of damage caused at a Session location or equipment as contemplated under “Damage at Session Locations” below and for Security Deposits, if applicable. If you are directed to Doer third-party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions before using the services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.
In consideration for the use of Doer’s online marketplace and platform, Doer charges the Service Fees. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Expert Fees and Buyer Fees. Doer deducts the expert Fees from the Session Fees before remitting the balance to the expert as described in these Terms. Buyer Fees are, as noted above, included in the Total Fees.
Balances will be remitted by Expert to experts via check, PayPal, direct deposit or other payment methods described on the Site or via the Application, in the expert’s currency of choice, depending upon the selections the expert makes via the Site, Application and Services. Amounts may be rounded up or down as described in the “Rounding Off” section below.
Please note that Doer may impose or deduct foreign currency processing costs on or from any payments or payouts by Doer in currencies other than U.S. dollars. More information on any such costs or deductions will be available via the Site and Application. More information on any such costs or deductions will be available via the Site and Application. Except as otherwise provided herein, Service Fees are non-refundable.
General Booking and Financial Terms
Cancellations and Refunds
At present, the Doer service allows only for contemporaneous bookings for sessions, in that sessions are initiated at the same time as a booking request is accepted. However, if at any time future reservation functionality is made available, the following terms apply to cancellations.
If, as a Buyer, you cancel your requested booking before the requested booking is confirmed by an Expert, Doer will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested booking within a commercially reasonable time. If, as a Buyer, you wish to cancel a confirmed booking made via the Site, Application and Services, either prior to or after arriving at the session, the Doer cancellation policy will apply to such cancellation. Our ability to refund the Service Fees and other amounts charged to you will depend upon the terms of the cancellation policy.
If a Expert cancels a confirmed booking made via the Site, Services, and Application, (i) Doer will refund the Total Fees for such booking to the applicable Buyer within a commercially reasonable time of the cancellation.
If, as an Expert, you cancel a confirmed booking, Doer may apply penalties or consequences to you or your Listing, including (i) publishing an automated review on your Listing indicating that a reservation was cancelled, (ii) keeping the calendar for your Listing unavailable or blocked for the dates of the cancelled booking, or (iii) imposing a cancellation fee (to be withheld from your future payouts). You will be notified of the situations in which a cancellation fee applies before you decide to cancel.
In certain circumstances, Doer may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site, Application and Services. You agree that Doer and the relevant Buyer or expert will not have any liability for such cancellations or refunds.
Doer may, in its sole discretion, round up or round down amounts that are payable from or to Buyers or experts to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest dollar, euro or other supported currency).
Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
If such functionality is offered by the Doer site, some Experts may pledge to donate a portion of the funds they receive from confirmed bookings made via the Site, Application and Services to a particular cause or charity. We do not take any responsibility or liability for whether the expert does in fact make the donation he or she pledged to make. In such cases, the Expert in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Tax regulations may require us to collect appropriate tax information from our Experts, or to withhold taxes from payouts to experts, or both. You as an Expert are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as an Expert fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold payments to you, we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as a Expert understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Doer cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a expert, Doer may issue a valid VAT invoice to such expert.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the “Tax Authority”) where your Session is located may require Taxes to be collected by experts from Buyers and to be remitted to the respective Tax Authority.
Whether you are a Expert or Buyer, you agree that any claim or cause of action relating to collection and remittance of Taxes shall not extend to any supplier or vendor that may be used by Doer in connection with collection and remittance of Taxes, if any. Buyers and Experts agree that we may seek additional amounts from you in the event that the Taxes collected or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by Doer from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
Use of Braintree
Doer uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells. If you have questions regarding the MSA, please contact Braintree at 877.434.2894. In connection with your use of the Braintree Payment Services, you must comply with the Braintree Acceptable Use Policy: https://www.braintreepayments.com/legal/acceptable-use-policy, which contains prohibiting on certain categories and types of use. You should review every category and use prohibited by Braintree to ensure that your use does not violate the Braintree’s, and thus, Doer’s terms of service.
Damage to Expert Materials or Session Spaces
If in the future, Doer sessions are available in person, the following terms will apply to any spaces in which sessions are conducted.
As a Buyer, you are responsible for leaving any space in which a Session is conducted in the condition it was in when you arrived. You acknowledge and agree that, as a Buyer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Session. In the event that a Expert claims otherwise and provides evidence of damage, including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your Doer Account. Doer also reserves the right to charge the credit card on file in your Doer Account, or otherwise collect payment from you and pursue any avenues available to Doer in this regard, in situations in which you have been determined, in Doer’s sole discretion, to have damaged any Session location. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Session to the applicable expert or to Doer (if applicable).
Both Buyers and Experts agree to cooperate with and assist Doer in good faith, and to provide Doer with such information and take such actions as may be reasonably requested by Doer, in connection with any complaints or claims made by Members relating to damage and any personal or other property located at an Session or with respect to any investigation undertaken by Doer or a representative of Doer regarding use or abuse of the Site, Application or the Services. If you are a Buyer, upon Doer’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a expert, at no cost to you, which process will be conducted by Doer or a third party selected by Doer, with respect to losses for which the expert is requesting payment from Doer.
If you are a Buyer, you understand and agree that Doer reserves the right, in its sole discretion, to make a claim under your homeowner’s, renter’s or other insurance policy related to any damage or loss that you may have caused or been responsible for or to an property at a Session location or any personal or other property located at an Session (including without limitation amounts paid by Doer). You agree to cooperate with and assist Doer in good faith, and to provide Doer with such information as may be reasonably requested by Doer, in order to make a claim under your homeowner’s, renter’s or other insurance policy, including, but not limited to, executing documents and taking such further acts as Doer may reasonably request to assist Doer in accomplishing the foregoing.
Doer’s online platform may facilitate bookings between Buyers and experts who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. Although the Doer’s platform allows users to view the price of Listings in a number of currencies, the currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location. Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
- use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;
- use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage our Site, Application or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use our Site, Application or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
- "stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as an Doer Buyer or expert;
- offer, as an Expert, a Session in a location that you do not yourself have permission to meet in for the purpose of conducting a Session;
- offer, as an Expert, a Session on a topic that you do not yourself have permission to meet in for the purpose of conducting a Session;
- register for more than one Doer Account or register for an Doer Account on behalf of an individual other than yourself;
- unless Doer explicitly permits otherwise, request or book any Session if you will not actually be engaging in yourself;
- contact an Expert for any purpose other than asking a question related to a booking, such expert’s Sessions or Listings;
- contact a Buyer for any purpose other than asking a question related to a booking or such Buyer’s use of the Site, Application and Services;
- recruit or otherwise solicit any Expert or other Member to join third-party services or websites that are competitive to Doer, without Doer’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
- use the Site, Application, Services or Collective Content to find a expert or Buyer and then complete a booking of an Session independent of the Site, Application or Services, in order to circumvent the obligation to pay any Service Fees related to Doer’s provision of the Services or for any other reasons;
- as an Expert, submit any Listing with false or misleading price information, or submit any Listing with a price that you do not intend to honor;
- post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
- systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Doer’s name, any Doer trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site, Application or Services, without Doer express written consent;
- access, tamper with, or use non-public areas of the Site, Application or Services, Doer’s computer systems, or the technical delivery systems of Doer’s providers;
- attempt to probe, scan, or test the vulnerability of any Doer system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Doer or any of Doer’s providers or any other third party (including another user) to protect the Site, Services, Application or Collective Content;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
Doer has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Doer may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Doer or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Doer, its users, or members of the public. You acknowledge that Doer has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site, Application and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Doer reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Doer, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site, Application or Services.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Doer and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.
Subject to your compliance with these Terms, Doer grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Doer reserves all rights in the Application not expressly granted to you by these Terms.
Doer Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Doer grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Doer Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Doer or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site, Application and Services, you hereby grant to Doer a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site, Application and Services. Doer does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site, Application and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site, Application and Services or you have all rights, licenses, consents and releases that are necessary to grant to Doer the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Doer’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site, Application and Services may contain links to third-party websites or resources. You acknowledge and agree that Doer is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Doer of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Doer used herein are trademarks or registered trademarks of Doer. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Application and Services (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org. You acknowledge and agree that all Feedback will be the sole and exclusive property of Doer and you hereby irrevocably assign to Doer and agree to irrevocably assign to Doer all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Doer’s request and expense, you will execute documents and take such further acts as Doer’s may reasonably request to assist Doer to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Doer respects copyright law and expects its users to do the same. It is Doer’s policy to terminate in appropriate circumstances the Doer Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Suspension, Termination and Doer Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Doer Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Doer Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your Doer Account, your Member Content, or receive assistance from Doer Customer Service, (b) any pending or accepted future bookings as either expert or Buyer will be immediately terminated, (c) we may communicate to your Buyers or experts that a potential or confirmed booking has been cancelled, (d) we may refund your Buyers in full for any and all confirmed reservations, irrespective of preexisting cancellation policies, (e) we may contact your Buyers to inform them about potential alternate Sessions with other experts that may be available on the Site, Application and Services, and (f) you will not be entitled to any compensation for reservations or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Doer Account. You may cancel your Doer Account at any time via the “Cancel Account” feature of the Services or by sending an email to email@example.com. Please note that if your Doer Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site, Application and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT Doer DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, BUYERS AND EXPERTS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, DOER EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. DOER MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY ACCOMMODATIONS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. DOER MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, ACCOMMODATIONS, YOUR ACCRUAL OF DOER TRAVEL CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION, OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DOER OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY EXPERTS OR BUYERS. YOU UNDERSTAND THAT DOER DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES OR TO REVIEW OR VISIT ANY SESSIONS, expertS, OR SESSION SPACES. DOER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, BuyerS AND EXPERTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY DOER. NOTWITHSTANDING DOER’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE EXPERTS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM BUYERS ON BEHALF OF THE EXPERTS, DOER EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY BUYER OR OTHER THIRD PARTY.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, YOUR LISTING OR BOOKING OF ANY ACCOMMODATIONS VIA THE SITE, APPLICATION AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF DOER WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER DOER NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION, SERVICES, OR FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DOER HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE EXPERTS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST, IN NO EVENT WILL DOER’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE, APPLICATION AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY ACCOMMODATION VIA THE SITE, APPLICATION AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES, OR COLLECTIVE CONTENT IN CONNECTION WITH ANY ACCOMMODATION OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE, APPLICATION AND SERVICES AS A Buyer IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE AN EXPERT, THE AMOUNTS PAID BY DOER TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN Doer AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Doer and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of an Session, or (iii) creation of a Listing; (d) the use, condition or rental of an Session by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of a Session.
Export Control and Restricted Countries
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Site, Application and Services, you represent and warrant that (i) neither you nor your listed Session is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site, Application and Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Doer does not permit Listings associated with certain countries due to U.S. embargo restrictions.
If you meet with anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Doer by contacting us with your police station and report number at firstname.lastname@example.org; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
These Terms constitute the entire and exclusive understanding and agreement between Doer and you regarding the Site, Application, Services, Collective Content, and any bookings or Listings of Sessions made via the Site, Application and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Doer and you regarding bookings or listings of Sessions, the Site, Application, Services, Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Doer’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Doer may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Doer (i) via email (in each case to the address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state or federal court located in New York for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
You and Doer agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Site or Application (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Doer are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Doer otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at http://adr.org/aaa/ShowPDF?doc=ADRSTG_004314.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Doer otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Doer submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Doer will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Doer will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes. Notwithstanding the provisions of the “Modification” section above, if Doer changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Doer’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Doer in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
The failure of Doer to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Doer. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.