WEBSITE TERMS OF USE

Last Updated: June 6, 2017

The OnFrontiers website (“Website”) provides an online introduction, booking and payment platform through which individuals with experience in a particular industry, sector or geographic region, who register as an expert on the Website (each, an “Expert”) offer consultation and other services (“Consultation”) to individuals and entities seeking information, who purchase Credits on the Website (each, a “Client”).

These Website Terms of Use (the “Terms of Use”) apply to all users of the Website (“Users”) in connection with their use of the Website and the introduction, booking and payment services and other utilities and services made available through the Website (collectively, the “Services”).

These Terms of Use constitute a legal agreement between you and OnFrontiers, Inc., a Delaware corporation (“OnFrontiers”). By registering to use the Website (i.e., by creating a user name and password on the Website), you agree to be legally bound by the terms and conditions contained in these Terms of Use.

Please read these Terms of Use carefully and, if you do not agree to any of the terms, do not proceed with registration or make use of the Website.

  1. Conditions of Use

1.1           You will not use the Website unless you are at least eighteen (18) years of age. If you register or agree to use the Website or any Services, or book a Consultation, on behalf of a business or organization, you must be duly authorized to contract on the business’ or organization’s behalf.

1.2           You are responsible to keep your OnFrontiers account password a secret and not to share your account with anyone else, and you acknowledge that you are responsible for anything that happens through your account.

1.3           You agree at all times to be bound and abide by applicable law (United States and foreign), as well as the terms and conditions of these Terms of Use and all other OnFrontiers policies and agreements which apply to you, including, without limitation, OnFrontiers Privacy Policy, the terms of which Privacy Policy are incorporated herein and made part of this agreement by this reference.

1.4           You agree carefully to review the terms and conditions of these Terms of Use, and the other OnFrontiers policies and agreements which are relevant to you, before using the Website or any Services, or booking a Consultation. If you have any questions about which policies and agreements apply to you, or about specific terms, you should contact OnFrontiers at hello@onfrontiers.com.

1.5           You acknowledge that the terms of these Terms of Use, as well as of the other OnFrontiers policies and agreements (including, without limitation, the Privacy Policy), may change from time to time, and you agree to be bound by such changes as of their effective date, if you are subject to the relevant agreement or policy. While we will do our best to notify you of any such changes, it is your responsibility to check back on OnFrontiers website from time to time for updates.

1.5           No changes or updates in agreement or policy terms will be retroactive. If you do not agree to be bound by any updated terms, you must immediately discontinue use of the Website and any Services, and promptly contact us to terminate the agreement(s) by which you no longer agree to be bound. You may contact us for this purpose by emailing us at hello@onfrontiers.com.

1.6           Users agree that, unless otherwise agreed in writing by a Client and an Expert, the terms of OnFrontiers Client-Expert Engagement Agreement will apply to each Consultation or other service which a Client books, and an Expert agrees to perform, using OnFrontiers Website. OnFrontiers Client-Expert Engagement Agreement is a template of basic legal terms which Clients and Experts may agree in connection with services a Client requests from an Expert. Users agree that OnFrontiers Client-Expert Engagement Agreement is provided as a convenience to Users, and OnFrontiers makes no representations or warranties as to the legal or commercial adequacy of such agreement for Users’ purposes.  Clients and Experts are free to agree additional or alternative terms between them and are not required to use the Client-Expert Engagement Agreement for services performed by an Expert resulting from a Client-Expert introduction made through OnFrontiers Website. Users are strongly advised to consult with their own legal counsel as to the suitability and sufficiency of the Client-Expert Engagement Agreement for such Users’ purposes.

  1. The Services

2.1           OnFrontiers may discontinue or change part or all of the Website or Services at any time, with or without notice to you.

2.2           OnFrontiers may deactivate your User profile at any time, with or without notice, and with or without cause.

2.3           If you make use of the Services, OnFrontiers may terminate your participation in the Services, with or without cause, and with or without notice to you. In the event OnFrontiers terminates your use of the Services: (i) if you are a Client, any pre-paid but unused fees which may have been paid by you to OnFrontiers will be refunded to you, and (ii) if you are an Expert, any fees due to you but unpaid as of the date of termination will be paid.

  1. Disclaimer and Limitation of Liability

3.1           Experts and Clients agree that OnFrontiers does not itself provide consultations or expert information. OnFrontiers shall not be party to, or responsible for the performance of the terms of, any agreement between Experts and Clients which may result from an introduction made through the Website, and OnFrontiers’ sole obligation with respect to such agreement will be to pay Expert pursuant to the terms of the relevant OnFrontiers Expert Participation Agreement and OnFrontiers Client Services Agreement.

3.2           The Website and Services are not guaranteed to be available on a timely, error-free, or uninterrupted basis.

3.3           TO THE EXTENT PERMITTED BY LAW, ONFRONTIERS DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA AND NON-INFRINGEMENT. THE WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

3.4           ONFRONTIERS SHALL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFIT OR REVENUE WHICH MAY RESULT FROM USE OF OR RELIANCE ON THE WEBSITE OR THE SERVICES.

3.5           UNDER NO CIRCUMSTANCES WILL ONFRONTIERS’ LIABILITY TO YOU OR ANY THIRD PARTY FOR DAMAGES ARISING IN CONNECTION WITH THE WEBSITE OR SERVICES EXCEED EITHER (A) $5,000, OR (B) THE TOTAL FEES PAID BY YOU TO ONFRONTIERS IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE OF THE EVENT WHICH GIVES RISE TO YOUR CLAIM, WHICHEVER IS LESS, WHETHER OR NOT ONFRONTIERS KNOWS, HAS REASON TO KNOW, OR IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

3.6           Some jurisdictions may not permit the limitation of liability as described above, so some or all of the described limitations may not apply to you.

3.7           This Section 3 will survive termination hereof for any reason.

  1. Enforceability of Terms

4.1           You agree that if any term of these Terms of Use is held by a court of competent jurisdiction to be invalid, unlawful or incapable of being enforced, then all conditions and provisions of this Agreement that can be given effect without such invalid, unlawful or unenforceable provision, shall nevertheless remain in full force and you agree to be bound by the remaining, enforceable terms, provided that the original intentions of you and OnFrontiers under this Agreement shall be maintained.

4.2           Any delay or omission by OnFrontiers to exercise any right or power arising from any breach or default by you in any of the terms of these Terms of Use shall not be construed to be a waiver by OnFrontiers of its rights in connection with such breach or default, or in connection with any subsequent breach or default by you of the same or other terms.

  1. Ownership of Website Content, Service Marks and Logos

 

5.1           All content published on OnFrontiers website duly owned by or licensed to OnFrontiers and may not be reproduced or published, in whole or in part, by you without OnFrontiers’ prior written consent.

5.2           OnFrontiers and are the service marks of OnFrontiers, Inc., a Delaware corporation.

5.3           Nothing herein is intended to transfer any ownership interest in the intellectual property of any party hereto.

  1. Governing Law; Jurisdiction and Venue

6.1           These Terms of Use shall be governed by the laws of the State of New York, USA, without regard to the conflicts of law provisions of any jurisdiction.

6.2           To the extent that any lawsuit is permitted under these Terms of Use, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in the State of New York, USA.