Terms of Use

Acceptance of Terms

Welcome to Xpersity, owned and operated by Xpersity PTE. LTD. (collectively, “Xpersity”). Xpersity provides an online venue and services that connect users providing information and advice (the “Experts”) with users seeking information and advice (the “Clients”) (collectively, the “Services”), which Services are accessible at Xpersity application for mobile devices (the “Application”)and any other websites, including www.xpersity.co, or other applications for mobile devices through which Xpersity makes certain part of the Services available (collectively, the “Platform”). By using the Application and Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms of Use (“Terms”), whether or not you become a registered user of the Services. These Terms govern your access to and use of the Application, Platform and Services and all Collective Content (as defined below) and constitute a binding legal agreement between you and Xpersity.

In these Terms, “you” and “your” refer to the individual or entity that uses the Application, Platform or Services. “We”, “us”, or “our” refer to Xpersity. In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa.

Please read carefully these Terms and our Privacy Policy, which may be found at www.xpersity.co/terms and www.xpersity.co/privacy and which is incorporated by reference into these Terms. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Application or Platform. Failure to use the Application and Platform in accordance with these Terms may subject you to civil and criminal penalties.

THE APPLICATION, PLATFORM AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH EXPERTS MAY CREATE LISTINGS (AS DEFINED BELOW) IN ORDER TO OFFER INFORMATION AND ADVICE TO CLIENTS. YOU UNDERSTAND AND AGREE THAT XPERSITY IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS (AS DEFINED BELOW). XPERSITY HAS NO CONTROL OVER THE CONDUCT OF MEMBERS OR OTHER USERS OF THE APPLICATION, PLATFORM AND SERVICES OR ANY INFORMATION PROVIDED IN CONNECTION THERETO, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

Definitions

“Appointment” means a scheduled online video or audio call, telephone call, or consulting project coordinated via the Services between Members in connection with and subject to the terms of a Listing.

“Xpersity Content” means all Content that Xpersity makes available through the Application, Platform or Services, including any Content licensed from a third party, but excluding Member Content.

“Collective Content” means Member Content and Xpersity Content.

“Content” means text, graphics, images, music, software (excluding the Application), audio, video, information or other materials.

“Expert” means a Member who offers information and advice to other Members and is listed on a Listing via the Application, Platform or Services.

“Listing” means a set of information about an Expert including but not limited to the Expert’s profile and expertise , with or without available time schedules of the experts and functions as an offer by an Expert to provide the Services via the Application, Platform, and Services.

“Member” means a person who completes Xpersity’s account registration process as described under “User Account Registration” below, and includes, without limitation, Experts and Clients.

“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Application, Platform or Services and includes, without limitation, Listing. “Clients” means a Member who uses the Application, Platform or Services to access information and advice from other Members.

“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) and other similar municipal, provincial, state and federal indirect or other withholding and personal or corporate income taxes.

“Xpersity” means Xpersity PTE. LTD., a company incorporated in Singapore with registration number: 201918252Z.

Certain areas of the Application and Platform (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 Application, Platform, Services, or Collective Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THEAPPLICATION, PLATFORM OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT VIA THE APPLICATION OR PLATFORM, 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 APPLICATION AND PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE APPLICATION, PLATFORM, 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.

Modification

Xpersity reserves the right, at its sole discretion, to modify the Application, Platform or Services or to modify these Terms, including the Service Fee (as defined below), at any time and without prior notice. If we modify these Terms, we will post the modification via the Application or Platform. We will also update the “Last Updated Date” at the top of these Terms. Modifications to these Terms shall automatically be effective upon posting; provided, however, that material changes to the Terms will be effective as to an existing Member thirty (30) days after notice to the Member is provided via email from support@xpersity.co to your email address on file with Xpersity. You agree to keep your email address on file with Xpersity up-to-date. By continuing to access or use the Application, Platform or Services after we have posted a modification on the Application or Platform 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 Application, Platform and Services.

How the Application, Platform and Services Work

The Application is a platform for Members to connect and schedule Appointments in order to exchange information with other Members. You may view Listings as an unregistered visitor to the Application, Platform and Services; however, if you wish to use the Services or generate a Listing, you must first register to create a Xpersity Account (as defined below).

Xpersity’s role is solely to facilitate the availability of the Application, Platform and Services and to provide services related thereto, such as Appointment scheduling, call queuing, call cycling, payment integration and call facilitation. Xpersity does not provide and is not responsible for Member Content or any information or advice exchanged between Members during Appointments or otherwise. Xpersity may or may not make efforts to verify the credentials of the Experts at its sole discretion. Notwithstanding so, Xpersity does not represent, warrant or guarantee the correctness, accuracy or completeness of the credentials of any of its Members.

No Employment Relationship

You understand and acknowledge that Experts are not employees or agents of Xpersity but are independent service providers using the Application, Platform and Services to market their expertise to other Members and the public. You acknowledge that Xpersity will not be liable for any loss or damage caused by your reliance on information provided by Members or information contained in Member Content.

No Breach of Contracts

If you are a Client, you represent and warrant that any information, documents and/or correspondences between you and the Expert i) shall not result in any breach or potential breach of any third party contracts, including but not limited to any confidentiality obligations or non-compete provisions or other restrictive covenants and ii) shall comply with all applicable laws, Tax requirements, and rules and regulations that may apply to you. In particular, you shall not reveal, disclose or transmit any sensitive non-public information that may be in breach of the applicable insider trading laws in the applicable jurisdictions.

If you are an Expert, you represent and warrant that your usage of the platform at Xpersity i) shall not be in breach or potential breach of any third party contracts, including but not limited to your existing employment terms (if any), any non-compete provisions or other restrictive covenants and ii) shall comply with all applicable laws, Tax requirements, and rules and regulations that may apply to you. In particular, you shall consult an independent legal adviser in the event that you are of the opinion that you suspect that you are the recipient of sensitive non-public information that may be in breach of the applicable insider trading laws in the applicable jurisdictions.

PLEASE NOTE THAT, AS STATED ABOVE, THE APPLICATION, PLATFORM AND SERVICES ARE INTENDED TO BE USED TO FACILITATE MEMBER INTERACTION. XPERSITY CANNOT AND DOES NOT CONTROL OR GUARANTEE THE CONTENT CONTAINED IN ANY LISTINGS OR THE INFORMATION EXCHANGED BETWEEN MEMBERS VIA THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT XPERSITY IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND INFORMATION PROVIDED UNDER THE SERVICES. ACCORDINGLY, ALL MEMBERS USE THE APPLICATION, PLATFORM AND SERVICES AT THEIR OWN RISK.

User Account Registration

Direct Registration: To access certain features of the Application and Platform and to create a Listing, you must register to create an account (“Xpersity Account”) and become a Member. You may register directly via the Platform or Application or as described in this section.

Third Party Registration: You can also register to join by logging into your account with certain third party social networking sites (“SNS”) (including, but not limited toLinkedIn); each such account, a “Third Party Account”, via Platform or Application, as described below.

As part of the functionality of the Application, Platform and Services, you may link your Xpersity Account with Third Party Accounts, by either: (i) providing your Third Party Account login information to Xpersity through the Services, Platform or Application; or (ii) allowing Xpersity to access your Third Party Account, as is 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 Xpersity and/or grant Xpersity 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 Xpersity to pay any fees or making Xpersity subject to any usage limitations imposed by such third party service providers.

By granting Xpersity access to any Third Party Accounts, you understand that Xpersity 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 Services, Platform and Application via your Xpersity Account and Xpersity 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, personal information that you post to your Third Party Accounts will be available on and through your Xpersity Account on the Services, Platform and Application. You may contact support@xpersity.co to disable the connection between your Xpersity Account and your Third Party Accounts.

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. Xpersity makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement and Xpersity is not responsible for any SNS Content.

We will create your Xpersity Account and your Xpersity Account profile page for your use of the Application and Platform 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 Xpersity 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. Xpersity reserves the right to suspend or terminate your Xpersity Account and your access to the Application, Platform and Services if you create more than one (1) Xpersity 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 Xpersity Account, whether or not you have authorized such activities or actions. You will immediately notify Xpersity of any unauthorized use of your Xpersity Account.

Listings

You (as an Expert) will generate a Listing to offer your services to other Members. To this end, you may need to provide information regarding the expertise you offer as well as pricing, your available time schedule, and other financial terms applicable to your offering. Listing will be made publicly available via the Application, Platform and/or Services.

Clients will be able to schedule an Appointment with you via the Application, Platform and/or Services based upon the information provided in your Listing. You understand and agree that once a Client requests an Appointment, the price quoted under your Listing may not be altered. Once a Client requests an Appointment by selecting one or more time slots that you made appear available on the Application, you (as an Expert) will be deemed to confirm your acceptance of such Appointment request immediately upon the Client’s request.

You acknowledge and agree that you are solely responsible for your Listing. Accordingly, you represent and warrant that your Listing and the agreements you enter into with Client (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, Tax requirements, and rules and regulations that may apply to you and (b) not conflict with the rights of third parties. Please note that Xpersity assumes no responsibility for the content of Listings or for any Member’s compliance with any applicable laws, rules and regulations.

Xpersity reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that Xpersity, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Application, Platform or Services. You acknowledge and agree that, as an Expert, you are responsible for your own acts and omissions.

No Endorsement

As stated above, Xpersity does not endorse any of its Members. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity or credentials. You are responsible for determining the identity and suitability of others who you contact via the Application, Platform and Services.

By using the Application, Platform 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 and you agree not to attempt to impose liability on, or seek any legal remedy from Xpersity with respect to such actions or omissions.

Appointments and Financial Terms

Appointments and Financial Terms for Experts: If you (as an Expert) have received an Appointment request from a Member for a time slot you have made available on your Listing, the request is deemed accepted by you unless you contact Xpersity to request rejection of the request 48 hours (as determined by Xpersity in its sole discretion). As an Expert, you may also receive an Appointment request including a long-term consulting project from a Member via an Xpersity administrator for time slot(s) that you have not made available on your Listing. When an Appointment is requested with you via the Xpersity administrator, you will be required to either confirm or reject the request within 24 hours or the request will be automatically cancelled. In case that an Appointment is requested through the Xpersity administrator, we will share with you information that the Client who has requested the Appointment has agree to share, so that you can view this information before confirming or rejecting the Appointment. When you confirm an Appointment request, Xpersity will send you an email, calendar invitation and/or notification message via the Application confirming such booking.

The amount due and payable by a Seeker relating to Appointment time with you is referred to as an “Appointment Fee”. Appointment Fees are quoted in each Listing, in U.S. dollars and in a price per minute format (the “Appointment Fee Rate”). Please note that it is Experts, and not Xpersity, which set all Appointment Fee Rates.

In consideration of the Services, Xpersity charges you a fee (the “Service Fee”) based on a percentage of Appointment Fees collected on your behalf. The current applicable percentage is twenty percent (20%). The Service Fee is deducted from the Appointment Fee payable to you in respect of an Appointment. After deducting the applicable Service Fee, Xpersity remits the balance of the Appointment Fee to you via its third party provider or via the Application, in U.S. dollars. Except as otherwise provided herein, Service Fees are non-refundable.

Appointments and Financial Terms for Clients

You (as a Client), not Xpersity, are solely responsible for honoring any confirmed Appointments. If you choose to enter into a transaction with an Expert by scheduling an Appointment via the Application or Platform, these Terms and other terms, conditions, rules and restrictions associated with such Appointment as set out in the Listing may apply. You acknowledge and agree that you, and not Xpersity, will be responsible for performing the obligations of any such agreements, and Xpersity is not a party to such agreements and disclaims all liability arising from or related to any such agreements.

You agree to pay Xpersity all Appointment Fees due in connection with any Appointment. In order to initiate an Appointment, you understand and agree that Xpersity reserves the right, in its sole discretion, to obtain a pre-authorization of your credit card, Paypal account or other payment methods, and/or charge your credit card, Paypal account or other payment methods a nominal amount, not to exceed one U.S. dollar ($1), in order to verify your credit card, Paypal account or other payment methods. At the end of each Appointment, Xpersity will process and collect the Appointment Fees payable in accordance with these Terms and the terms of the Listing. Please note that Xpersity cannot control any fees that may be charged to a Member by his or her bank related to Xpersity’s collection of the Appointment Fees, and Xpersity disclaims all liability in this regard.

In connection with your payment, you will be asked to provide customary billing information such as name, billing address, credit card information, Paypal account information and/or other payment method related information either to Xpersity or its third party payment processor. You agree to pay Xpersity for any consummated Appointments in accordance with these Terms, by one of the methods described on the Application or Platform. You hereby authorize the collection of such amounts by charging the credit card, Paypal account or other payment methods provided as part of requesting the Appointment, either directly by Xpersity or indirectly, via a third party online payment processor or by one of the payment methods described on the Application or Platform. If you are directed to Xpersity’s third party payment processor, 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 and privacy policy before using the services. Once your transaction is complete you will receive a confirmation email, online calendar invitation and/or notification message in the Application summarizing your confirmed Appointment.

General Financial Terms

Refunds

You (as a Client) may cancel an Appointment without penalty before 48 hours prior to the Appointment. If you, as a Client, request to cancel an Appointment between 48 hours and two (2) hours prior to the scheduled Appointment, 10% of the Appointment Fee will be charged to you as a penalty and the remaining 90% will be refunded to your account. If you, as a Client, request to cancel an Appointment between two (2) hours and 10 minutes prior to the scheduled Appointment, 15% of the Appointment Fee will be charged to you as a penalty and the remaining 85% will be refunded to your account. If you, as a Client, i) cancel an Appointment after 10 minutes prior to the scheduled Appointment or ii) fail to show up for the Appointment in five (5) minutes from the starting time of the Appointment hence no Service is executed, 25% of the Appointment Fee will be charged to you as a penalty and the remaining 75% will be refunded to your account.

You (as an Expert) may cancel a scheduled Appointment without penalty before 48 hours prior to the scheduled Appointment. If you, as an Expert, however, request to cancel a confirmed Appointment between 48 hours and two (2) hours prior to the Appointment, you will be required to offer alternative time schedule to the Client via Xpersity administrator. If you, as an Expert, request to cancel a confirmed Appointment after two (2) hours prior to the Appointment or fail to show up for the Appointment in five (5) minutes from the scheduled starting time of the Appointment hence no Service is executed, you will be required to offer alternative time schedule to the Client at 10% discounted Appointment Fee via Xpersity administrator.

If you have been improperly charged for an Appointment that was cancelled and require a refund, please contact Xpersity at support@xpersity.co.

Taxes

You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. Xpersity cannot and does not offer Tax-related advice to any Members of the Application, Platform and Services.

User Conduct

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 Application, Platform, Services and Content. In connection with your use of our Application, Platform and Services, 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, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Application, Platform, Services or Content;
Use the Application, Platform or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Application, Platform, Services or 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 Application, Platform 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 the Application, Platform 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 the Application, Platform or Services 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 the Application, Platform, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Xpersity Member;
Register for more than one Xpersity Account or register for a Xpersity Account on behalf of an individual other than yourself;
Contact an Expert for any purpose other than asking a question related to the Services, contact a Client for any purpose other than asking a question related to the Services;
Recruit or otherwise solicit any other Member to join third party services or websites that are competitive to Xpersity, without Xpersity’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 or otherwise interact with the Application, Platform or Services;
Use the Application, Platform and Services to find an Expert and then complete a transaction independent of the Application, Platform or Services in order to circumvent the obligation to pay any fees related to Xpersity’s provision of the Services;
As an Expert, submit any Listing with a false or misleading 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 the Application, Platform 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 Application, Platform or any individual element within the Platform, Services, or Application, Xpersity’s name, any Xpersity trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Xpersity’s express written consent;
Access, tamper with, or use non-public areas of the Application, Platform, Xpersity’s computer systems, or the technical delivery systems of Xpersity’s providers;
Attempt to probe, scan, or test the vulnerability of any Xpersity system or network or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Xpersity or any of Xpersity’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 Services, Platform, 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 Platform, Services, Application or Collective Content; or
Advocate, encourage, or assist any third party in doing any of the foregoing.

Xpersity will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Xpersity may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Xpersity has no obligation to monitor your access to or use of the Application, Platform, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Application, Platform and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Xpersity reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Xpersity, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Application, Platform or Services.

Privacy

See Xpersity’s Privacy Policy at www.xpersity.co/privacy for information and notices concerning Xpersity’s collection and use of your personal information.

Ownership

The Application, Platform, Services, and Collective Content are protected by copyright, trademark, and other laws of the Singapore and foreign countries. You acknowledge and agree that the Application, Platform, Services and Collective Content, including all associated intellectual property rights is the exclusive property of Xpersity 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 Application, Platform, Services, or Collective Content.

Application License

Subject to your compliance with these Terms, Xpersity 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. Xpersity reserves all rights in the Application not expressly granted to you by these Terms.

Xpersity Content and Member Content License

Subject to your compliance with the terms and conditions of these Terms, Xpersity grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Xpersity 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 Application, Platform, 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 Xpersity or its licensors, except for the licenses and rights expressly granted in these Terms.

Member Content

We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Application, Platform and Services, you hereby grant to Xpersity 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, or by means of the Application, Platform and Services. Xpersity 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 Application, Platform 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 Application, Platform and Services or you have all rights, licenses, consents and releases that are necessary to grant to Xpersity 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 Xpersity’s use of the Member Content (or any portion thereof) on, through or by means of the Application, Platform 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.

Links

The Application, Platform and Services may contain links to third-party websites or resources. You acknowledge and agree that Xpersity 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 Xpersity 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 Xpersity used herein are trademarks or registered trademarks of Xpersity. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

Copyright Policy

Xpersity respects copyright law and expects its users to do the same. It is Xpersity’s policy to terminate in appropriate circumstances the Xpersity Accounts of Members who infringe or are believed to be infringing the rights of copyright holders.

Termination and Xpersity Account Deactivation

We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Application, Platform and Services, and (b) deactivate or cancel your Xpersity Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Xpersity terminates these Terms, or your access to our Application, Platform and Services or deactivates or cancels your Xpersity Account you will remain liable for all amounts due hereunder. You may cancel your Xpersity Account at any time by contacting Xpersity. Please note that if your Xpersity Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Application, Platform and Services, including, but not limited to, any reviews or Feedback.

Disclaimers

IF YOU CHOOSE TO USE THE APPLICATION, PLATFORM AND SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT XPERSITY DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND EXPERTS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE APPLICATION, PLATFORM, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, XPERSITY 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. XPERSITY MAKES NO WARRANTY THAT THE APPLICATION, PLATFORM, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY INFORMATION PROVIDED VIA APPOINTMENTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. XPERSITY MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE APPLICATION, PLATFORM OR THE SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM XPERSITY OR THROUGH THE APPLICATION, PLATFORM, 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 APPLICATION, PLATFORM OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION, PLATFORM OR SERVICES. YOU UNDERSTAND THAT XPERSITY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE APPLICATION, PLATFORM OR SERVICES. XPERSITY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE APPLICATION, PLATFORM OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE APPLICATION, PLATFORM OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APPLICATION, PLATFORM OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION, PLATFORM OR SERVICES, INCLUDING, BUT NOT LIMITED TO, EXPERTS, REGARDLESS OF WHETHER SUCH COMMUNICATIONS OR INTERACTIONS ARE ORGANIZED BY XPERSITY.

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 APPLICATION, PLATFORM, SERVICES AND COLLECTIVE CONTENT, LISTINGS OR APPOINTMENTS VIA THE APPLICATION, PLATFORM AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF XPERSITY WHETHER BY PHONE, ONLINE, IN-PERSON OR OTHER MEANS REMAINS WITH YOU. NEITHER XPERSITY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE APPLICATION, PLATFORM, 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 STHE APPLICATION, PLATFORM, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE APPLICATION, PLATFORM, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPLICATION, PLATFORM, SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT XPERSITY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL XPERSITY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE APPLICATION, PLATFORM AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR BOOKING OF ANY APPOINTMENT VIA THE APPLICATION, PLATFORM AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE APPLICATION, PLATFORM, SERVICES OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR APPOINTMENT MADE VIA THE APPLICATION, PLATFORM AND SERVICES AS A MEMBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($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 XPERSITY 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.

Indemnification

You agree to release, indemnify, and hold Xpersity 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 Application, Platform, Services, or Collective Content or your violation of these Terms; (b) your Member Content and (c) your (i) interaction with any Member, (ii) reliance on any information exchanged via the Application, Platform or Services, or (iii) creation of a Listing. Xpersity shall have the right to control all defense and settlement activities.

Export Control and Restricted Countries

You may not use, export, re-export, import, or transfer the Application except as authorized by the laws of the jurisdiction in which you obtained the Application and any other applicable laws. You also will not use the Application, Platform and Services for any purpose prohibited by the law of the jurisdiction in which you obtained the Application, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

Anti-corruption & Anti-bribery Laws

You acknowledge that you are aware of, and have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, as well as anti-corruption/anti-bribery/anti-terrorism laws of the applicable jurisdictions in general (collectively, the “Anti-corruption Laws”). You represent and warrant to Xpersity that all activities transacted on the Application and Platform shall not be violation of any Anti-corruption Laws. You shall not accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person:

For the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;
For the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or
To improperly induce any person to provide you with information.

In the event that Xpersity incurs or may incur any damages, loss or is subject to any claims in connection with your violation of the Anti-corruptions Laws (including any damage in reputation), you agree to (i) indemnify Xpersity fully for any damages and/or losses that are suffered or may be suffered; and (ii) bear full costs of any legal fees incurred by Xpersity as a result of any alleged claims.

Feedback and Reporting Misconduct

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Application, Platform and Services (“Feedback”). You may submit Feedback by emailing us at support@xpersity.co. You acknowledge and agree that all Feedback will be the sole and exclusive property of Xpersity and you hereby irrevocably assign to Xpersity and agree to irrevocably assign to Xpersity 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 Xpersity’s request and expense, you will execute documents and take such further acts as Xpersity may reasonably request to assist Xpersity to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

In addition, If you feel any user 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 fraud, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Xpersity.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Xpersity’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Xpersity 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.

Notices

Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Xpersity (i) via email (in each case to the email address that you provide) or (ii) via the Application or by posting to to the Platform. 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 Singapore, without regard to its conflict-of-law provisions.

Severability

These Terms are intended to govern the agreement between Xpersity and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.

Dispute Resolution

You and Xpersity 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 Application or Platform (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 Xpersity 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 Xpersity 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 Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (the “SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be in Singapore. The Tribunal shall consist of 3 arbitrator(s). The language of the arbitration shall be English.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between Xpersity and you regarding the Application, Platform, Services, Collective Content and any Appointments or Listings made via the Application, Platform and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Xpersity and you regarding the same.

General

The failure of Xpersity 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 Xpersity. 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.

Contacting Xpersity

If you have any questions about these Terms, please contact Xpersity at:

Mail:	Xpersity PTE. LTD. Client Support - Privacy Policy Issues 10 Anson Road #10-11, International Plaza, Singapore 079903
Email:	support@xpersity.co