EXPERTS EXCHANGE

LIVE FACILITATION AGREEMENT FOR CLIENT

By checking this box, you are entering into this Live Facilitation Agreement for Client (the “Agreement”) with Experts Exchange LLC, a Nevada limited liability company (“Experts Exchange”). You agree to be bound as the Client of consulting services (“Client”) as outlined in this agreement. Experts Exchange is a technology help website which provides various types of memberships through which its paying members (“Members”) can access and provide technology advice and other services, including via a Live Service-Specific Agreement (the “Service Agreement”) for consulting services to be performed by another Member. Client, as a Member of Experts Exchange, desires to engage the services of the Consultant indicated below (the “Consultant”), another Member, for specific consulting services (the “Services”) under a Service Agreement; and Experts Exchange, as the facilitator of the Service Agreement between Client and Consultant, wishes to set forth the terms and conditions under which the Services will be provided;


NOW, THEREFORE, Client and Experts Exchange hereby agree as follows:

  1. Experts Exchange’s Relationship with Client and Consultant
    1. Subject to the terms and conditions set forth in this Agreement and the Service Agreement between Client and Consultant, the terms of which are incorporated herein by this reference, Client hereby understands and agrees that Experts Exchange is the facilitator of the Service Agreement, and is not the employer of the Consultant for purposes of this Agreement. The parties acknowledge that Consultant is not acting on behalf of or representing Experts Exchange, and that Experts Exchange is simply acting as a passive connector between Consultant and Client and makes no representations or warranties as to Consultant’s knowledge, expertise or fitness to provide the Services. If Consultant is otherwise employed by Experts Exchange, then work performed under this Agreement shall be done on Consultant’s own time and shall not be deemed work performed in the course of Consultant’s role as an Employee of Experts Exchange. Opinions expressed and advice given by Consultant are not endorsed by Experts Exchange, and Experts Exchange shall not be liable therefor.
    2. The parties also agree that this Agreement does not create an independent contractor relationship between Experts Exchange and Consultant, or Experts Exchange and Client. Instead, the parties agree that the independent contractor relationship created by this arrangement for Services is between Client and Consultant, as set forth in the Service Agreement.
    3. It is expressly understood that Experts Exchange has no fiduciary obligation to Client, but instead a contractual one described by the terms of this Agreement. Client expressly agrees that under no circumstances will this role be compromised or inaccurately represented.
  2. Compensation and Reimbursement
    1. Facilitation Fee: In consideration of the facilitation services to be provided by Experts Exchange to Client hereunder, Experts Exchange shall receive the current rate of fees that are based upon the Client's membership type and the length of the Live session purchased (the "Session") which is outlined on http://support.experts-exchange.com/customer/portal/articles/2257999.
    2. Expenses: Experts Exchange shall not be responsible for any expenses incurred by Consultant in connection with performing the Services.
    3. Non-Circumvention: Client agrees that they, and all of their affiliated companies, agents, employees, successors in interest or assigns, will not, during the term of this Agreement engage in any efforts to circumvent payment of the fees due to Experts Exchange ("Circumvention Conduct"). Circumvention Conduct includes, but is not limited to, side agreements with Consultant for additional work performed during the term of the Services Agreement. Any Circumvention Conduct is grounds for cancellation of Client's membership with Experts Exchange, without refund.
    4. Refund Policy: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS
  3. Indemnification

    Notwithstanding any other term of this Agreement, Client shall indemnify, defend and hold harmless Experts Exchange, its corporate affiliates, current or future directors, officers, employees, agents and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind or nature (including without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of this Agreement and/or the Services Agreement (including, but not limited to, actions based on infringement or misappropriation of intellectual property and actions in the form of tort, warranty, or strict liability).

  4. Term
    1. This Agreement shall become effective upon the date of acceptance (“Effective Date”), and shall remain in effect for twelve (12) months. Client will be required to execute another Agreement in order to continue providing the Services at the end of twelve (12) months, or upon entering a new Live Service-Specific Agreement. This Agreement shall replace any prior Agreements previously in effect except that the terms regarding Indemnification (Section 3), and all other terms that customarily survive contract termination, shall survive termination of this Agreement.
    2. This Agreement shall automatically terminate upon expiration of twelve (12) months following the Effective Date, except that the terms regarding Indemnification (Section 3), and all other terms that customarily survive contract termination, shall survive termination of this Agreement.
    3. Upon termination of this Agreement for any reason, Experts Exchange shall be entitled to receive such compensation and reimbursement, if any, accrued under the terms of this Agreement, but unpaid, as of the date of termination of the Agreement. Any noncancellable obligations, any cancellation penalties and any expenditures reasonably made in order to perform the Services are the responsibility of Client and Consultant as set forth in the Services Agreement.
  5. Other Agreements
    1. Client shall not use Consultant’s name or depiction, or the name, logos, trademarks, or depictions of Experts Exchange, or any officer, director, employee, appointee or employee of either, or any adaptation thereof, in any promotional, advertising or marketing literature, or in any other way without the prior written consent of Experts Exchange, Consultant, or the individual(s), as appropriate, provided however that in neutral circumstances that do not imply endorsement or advocacy, or otherwise misrepresent the terms of this Agreement or Consultant’s role, Client may accurately state that Consultant is a consultant to Client.
    2. No alteration or modification of this Agreement shall be valid unless made in writing and executed by Client and Experts Exchange.
    3. Client and Experts Exchange mutually represent that to the best of their knowledge neither currently has any agreement with, or any other obligation to, any third party that conflicts with the terms of this Agreement. The parties agree that they shall not intentionally and knowingly enter into any such agreement.
    4. This Agreement shall be governed and construed in accordance with the laws of the State of California, without regard to the conflict of law principles thereof. Any claim, action, or suit between Client and Experts Exchange that arises out of or relates to performance of this Agreement shall be brought and conducted solely and exclusively in the State Courts in and for the State of California in San Luis Obispo County.
    5. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.
    6. Except as explicitly stated otherwise, all notices permitted or required under this Agreement shall be by email, to Experts Exchange at customer_support@experts-exchange.com, and to Client at the email address provided Experts Exchange during the registration process, or to such other address as either party shall specify in writing as addresses for notice. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Evidence of successful transmission shall be retained.

This agreement was last modified on 29 February, 2016