Terms of Use

Effective: October 21, 2008

These Terms of Use govern your access to and use of ExpertCEO's website (the "Site"), any information, text, graphics, or other materials uploaded, downloaded or appearing on the Site, and the Services, including but not limited to the "Ask the Expert" feature, provided through the Site. Your access to and use of the Site is expressly conditioned on your compliance with these Terms of Use. By accessing or using the Site you agree to be bound by these Terms of Use. If any modification is not acceptable to you, your only recourse is to cease using and/or accessing the Site and Services. By continuing to use or access the Site or Services following any posting of new Terms of Use or policies on the Site, you accept and agree to be bound by the new Terms of Use or policies.

Services

ExpertCEO is an exclusive online community that offers CEO's access to a network of their peers, as well as member-generated reviews of professional resources and advice from leading industry experts (the "Services"). You will be responsible for all activities occurring under your user name or login id ("user") and for keeping your password secure. ExpertCEO reserves the right to modify, suspend or discontinue the Services with or without notice at any time and without any liability to you. You are responsible for your own use of the Services, for any posts you make, and for any consequences thereof. You agree that you will use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws.

Registration

In order to receive the Services, you must apply through the Site and provide certain information about yourself as prompted by the registration form ("Registration Data"). Participation in the Services is subject to ExpertCEO's prior approval of your complete and accurate application and your continued compliance with these Terms of Use. By applying to and participating in the Services, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You agree to: (a) provide true, accurate, current and complete Registration Data and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. ExpertCEO may reject your application or suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) at any time, in its sole discretion, including without limitation, if any of the information you provide is untrue, inaccurate, not current or incomplete. Additionally, users are prohibited from selling, trading, or otherwise transferring their ExpertCEO account to another party. If you do not qualify, you may not use the Site and Services. ExpertCEO will use reasonable efforts to verify the identity of its users, but it cannot guarantee the identity of any other users with whom you may interact in the course of using the Services or the authenticity of any information they might provide.

Passwords

You are responsible for safeguarding the password that you use to access any secure areas of the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify ExpertCEO of any unauthorized use of your password. ExpertCEO cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Privacy

Registration Data (and certain other information about you) is subject to our Privacy Policy. See our Privacy Policy (http://www.expertceo.com/privacy) for information and notices concerning ExpertCEO's collection and use of your personal information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by ExpertCEO. As part of providing you the Services, ExpertCEO may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your ExpertCEO account membership and you will not be able to opt out of receiving them.

ExpertCEO Property Rights

All right, title, and interest in and to the Site and Services are and will remain the exclusive property of ExpertCEO and its licensors. The Site and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Use, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site or Services. You may not copy or modify the HTML code used to generate web pages on the Site. You may not use the Site or Services on or in connection with any other website, for any purpose. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding ExpertCEO, the Site or Services is entirely voluntary and ExpertCEO will be free to use such feedback, comments or suggestions as it sees fit, entirely without obligation of any kind.

Content of the Services

All information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials appearing on the Site (collectively referred to as "Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You, and not ExpertCEO, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. ExpertCEO does not monitor or control the Content posted via the Services and, takes no responsibility for such content.

ExpertCEO does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any communications posted via the Services or endorse any opinions expressed via the Services. You acknowledge that any reliance on material posted via the Services will be at your own risk. The foregoing includes postings and comments from other members, questions, answers and comments from "Experts" and information contained in the "Resource Directory".

You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate material, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will ExpertCEO be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.

ExpertCEO reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any content on the Services, such as content which violates the terms of this Agreement. ExpertCEO also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to member support requests, or (e) protect the rights, property or safety of ExpertCEO, its members and the public. ExpertCEO will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

Your Property Rights

ExpertCEO claims no ownership or control over any Content submitted, posted or displayed by you on or through ExpertCEO services. You retain any and all trademark rights and copyright to any Content you submit, post or display on or through ExpertCEO services and you are responsible for protecting those rights. By submitting, posting or displaying Content on or through ExpertCEO services which are intended to be available to the members of the public, you grant ExpertCEO a worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such Content on ExpertCEO services for the purpose of displaying and distributing ExpertCEO services. ExpertCEO reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.

Restrictions

You agree not to do any of the following while using the Site or Services:

• Post, publish or transmit any Content that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes, violates or misappropriates another's rights, including any privacy, publicity, copyright, trademark or other rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

• Harass or advocate harassment of another person;

• Access, tamper with, or use non-public areas of the Site, ExpertCEO's computer systems, or the technical delivery systems of ExpertCEO's providers;

• Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;

• Attempt to access or search the Site with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by ExpertCEO or other generally available third party web browsers (such as Microsoft Internet Explorer or Netscape Navigator);

• Send unsolicited email, junk mail, "spam," or chain letters, or promotions or advertisements for products or services;

• Post content in fields that are not intended for that 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 or Services 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 or Services;

• Interfere with, or attempt to interfere with, the access of any member, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or

• Impersonate or misrepresent your affiliation with any person or entity.

ExpertCEO reserves the right, but will have no obligation, to investigate your use of the Services in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request.

Copyright Notices and the Digital Millennium Copyright Act

ExpertCEO respects the intellectual property rights of others and expects members of the Site to do the same. At ExpertCEO's discretion and in appropriate circumstances, ExpertCEO may terminate the accounts of members or prevent access to the Site by members who infringe the intellectual property rights of others. Filing a notice of infringement with ExpertCEO requires compliance with the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. ExpertCEO's designated agent for notice of alleged copyright infringement appearing on the Site is:

          ExpertCEO, Inc.

          Attn: Copyright Agent

          email: copyright@ExpertCEO.com

Use of the Site at Your Own Risk

You understand and agree that the Services is provided to you on an "AS IS" and “AS AVAILABLE" basis. Your access to and use of the Site, the Services or any Content is at your own risk. ExpertCEO disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Services or any other client software. ExpertCEO will have no responsibility or liability for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Site, the Services, or any Content. You agree that ExpertCEO has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. ExpertCEO retains the right to create limits on use and storage at our sole discretion at any time with or without notice.

Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that ExpertCEO 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 ExpertCEO 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.

Termination

If you violate any of these Terms of Use, your permission to use the Site and Services will automatically terminate. ExpertCEO reserves the right to revoke your access to and use of the Site and Services at any time, with or without cause. ExpertCEO also reserves the right to cease providing or to change the Site or Services at any time and without notice.

Indemnity

You agree to defend, indemnify, and hold harmless ExpertCEO, its officers, directors, employees and agents, 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 you or your employees or representatives access to or use of the Site or the Services, your violation of these Terms of Use or any Content posted, published, transmitted or otherwise provided by you or on your behalf. Any business transactions which may arise between members as result of their use of the Site and/or Services are the sole responsibility of the members involved.

The Site and Services are Available "AS-IS"

THE SITE, CONTENT, AND SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, EXPERTCEO EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT. EXPERTCEO MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. EXPERTCEO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, CONTENT, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM EXPERTCEO OR THROUGH THE SITE OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPERTCEO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE OR THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE OR FROM THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER MEMBERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; AND (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT EXPERTCEO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Exclusions and Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

Waiver and Severability

The failure of ExpertCEO to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision. In the event that any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions of these Terms of Use will remain in full force and effect.

Controlling Law and Jurisdiction

These Terms of Use and any action related thereto will be governed by the laws of the State of California without regard to its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in San Francisco County, California, and you consent to the jurisdiction of and venue in such courts.

Statute of Limitations

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site, the Services, or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Entire Agreement

These Terms of Use are the entire and exclusive agreement between ExpertCEO and you regarding the Site and Services, and these Terms of Use supersede and replace any prior agreements between ExpertCEO and you regarding the Site and Services.

If you have any questions about these Terms of Use, please contact us at info@expertceo.com.