Clients Terms Of Use

SOFTWARE SERVICES AND SUPPORT LICENSE AGREEMENT

THIS SaaS SOFTWARE LICENSE & SUPPORT AGREEMENT (this “Agreement”) is entered into as ________________ (the “Effective Date”), by and between xPert Solutions, LLC., a Pennsylvania corporation, with a principal place of business at 5000 Lenker Street, Suite 203, Mechanicsburg, PA and its SaaS services XPertReview.com (“collectively as Service Provider and/or xPert Solutions, LLC”), a___ (“Customer),” which, together with Licensor are referred to collectively as the “Parties,” and individually as a “Party.”).

This Software License and Support Agreement (“Agreement”), dated as of the Effective Date, governs the use by Customer of the master controllers, and other equipment, parts and supplies (collectively, the “Software”), and the services provided by Service Provider in connection with the Software (the “Software Services”). This Agreement includes (1) each Order Form that provides the type, quantity and payment terms for the Products purchased from Service Provider and the Software Services, (2) the Terms of Purchase and Use found at www.xpert-sol.com as in effect from time to time

1. Service Provider agrees to sell XpertReview.com (SaaS) services described in each Order Form, and Customer agrees to pay for the Products and SAAS Services and comply with the terms and conditions set forth in this SAAS Subscription Agreement, each Order Form, and the Terms of Purchase and Use. As provided in each Order Form, the Products to be purchased may include master controllers configured to communicate with the Service Provider network operations center (each a “Gateway”) and/or activation kit(s) or other devices (the “Devices”) listed in the Order Form. The Products shall be for use in connection with accessing the SAAS System and use of the SAAS Services, for Customer's internal business purposes. The Fees for the

Products are shown in the Order Form. Subsequent purchases of Products shall be made only from Service Provider, and shall be subject to the terms and conditions of this Agreement.

2. The Term of Service for the SAAS Services is indicated in the Order Form for the SAAS Services. The SAAS Services may be accessed and used only by the number of Users specified in the Order Form(s), for the Fees corresponding to that number and type of Users. For each User, Customer will be provided a user name (User ID) and password, which enables the number of Customer's Users to access the SAAS System and use the SAAS Services. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of one (1) year each unless and until either party gives the other party notice of non-renewal at least 60 days prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Terms of Purchase and Use for the Services.

3. Service Provider grants to Customer a limited, non-exclusive, terminable, non-transferable license to access the SAAS Services through the SAAS System, or by any other means on which the parties may agree, and to use the SAAS Services during the Term or Service, subject to the Terms of Purchase and Use located at [give web address for Terms of Service and Use], as Service Provider may revise such Terms of Use from time to time.

4. All other terms and conditions that are part of this Agreement shall be as set forth in the Terms of Purchase and Use, and this Agreement (inclusive of the Terms of Purchase and Use), and all Order Forms completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof. In the event of a direct conflict between the terms of this Agreement and the terms of the then-current Terms of Use, the terms of the Agreement shall control.

5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the Products and SAAS Services indicated in each Order Form.

6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the SAAS Services. Customer agrees to provide, install and maintain, at Customer's expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Service Provider from time to time. Customer shall be responsible for ongoing charges for Customer's own use of such data communication lines.

7. In addition to the initial Order Form, the parties may enter into one or more additional Order Forms, each of which provides a general description of the Products and SAAS Services to be provided to Customer. For any Order Form to be effective, it must be in writing and signed or otherwise authenticated by Customer. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order Form.

8. If there is any conflict between the terms of an Order Form and the terms of this SAAS Subscription Agreement or the Terms of Purchase and Use, then the terms of the Order Form shall control. Each Order Form, as supplemented by the terms of this SAAS Subscription Agreement and the Terms of Purchase and Use, constitutes an entire and separate agreement between the parties regarding the Products and SAAS Services covered by that Order Form, and supersedes any other prior oral or written understandings and agreements of the parties regarding the Products and SAAS Services covered by that Order Form. Any provisions contained in Customer's own purchase order forms, such as preprinted terms and conditions typically found on their reverse side, shall not apply and are superseded in their entirety by the provisions of this Subscription Agreement, including the applicable Order Form.

THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULLY EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH CUSTOMER AND SERVICE PROVIDER (OR ITS APPLICABLE AFFILIATE).

CUSTOMER: [customer name]

By:_______________

Title:_______________

Printed name:_______________

Date:_______________

xPert Solutions, LLC

By: _______________

Title:_______________

Printed Name:_______________

Date: _______________

TERMS OF USE

1 Definitions. For purposes herein ,

“Account” means “xPert Solutions, LLC. Account.”

"Apps" means any applications developed by xPert Solutions, LLC.
"App Services" means any content and services provided by xPert Solutions, LLC through its Apps.
"Consumer" means any individual or entity that uses any of the xPert Solutions, LLC Services. Where applicable, the term "Consumer" shall encompass all xPert Solutions, LLC Customers.
"Content" means all material, whether publicly posted or privately transmitted, available on or through any of the xPert Solutions, LLC Services.
“Customer” means, for purposes of this Terms of Use, You, an Employer Customer.
“Customer Content” means any Content uploaded to and/or created through the xPert Solutions, LLC Services by a xPert Solutions, LLC Customer.
“Employer Customer” means an entity using xPert Solutions, LLC Services that is seeking to hire an individual as an employee and/or independent contractor to be employed by it directly.
“Job Seeker Customer” means an individual using xPert Solutions, LLC Services who is seeking to be employed as an employee or independent contractor by an employer.
“Profile Video” means a promotional video created by a Job Seeker Customer to promote themselves as a candidate employee and/or independent contractor. It is not an interview. The Job Seeker Customer completes this independently and on their own.
"Software" means any necessary software used in connection with the xPert Solutions, LLC Services.
“XPert Solutions, LLC Account” means an account associated with a xPert Solutions, LLC Customer who uses or has used xPert Solutions, LLC Services.
“XPert Solutions, LLC Content” means any Content excluding Customer Content and Video Content in which xPert Solutions, LLC does not participate.
“XPert Solutions, LLC Customer” means any person who uses or has used xPert Solutions, LLC Services including, but not limited to, Employer Customers, Job Seeker Customers, and Staffing Customers.
"XPert Solutions, LLC Services" means the suite of features, products and services offered through xPert Solutions, LLC, its Apps, its App Services, the Website, and the Website Services.
"XPert Solutions, LLC Trademarks" means any trademarks, trade names, logos, and other commercial designs of xPert Solutions, LLC or licensed to xPert Solutions, LLC, whether or not formal registration exists including, but not limited to, “XPert Solutions, LLC.”
“Staffing Clients” means third-party employer clients of Staffing Customers.
"Staffing Customer" means a staffing company using xPert Solutions, LLC Services that provides staffing services to their own Staffing Clients.
"Strategic Partners" means those trusted partners that xPert Solutions, LLC employs, engages, or retains to perform functions and/or provide services on its behalf.
"Sub Accounts" means subsidiary accounts created for or by an Employer Customer or Staffing Customer (“such as a consultant group or employer”) under its primary account.
"Username" means the valid email address provided by each xPert Solutions, LLC Customer to be used as their username or login identification.
“Video Content” means any video content created by or associated with any xPert Solutions, LLC Customer accessible on and through xPert Solutions, LLC Services including, but not limited to, Profile Videos, Video Questions, Video Interviews, and Welcome Videos.
“Video Interview” means an interview completed through xPert Solutions, LLC Services using a video or “web” camera that an Employer Customer or Staffing Customer requests a Job Seeker Customer complete. A Video Interview may involve a Job Seeker Customer alone or with other participants from an Employer Customer or Staffing Customer. A Video Interview may be pre-recorded by a Job Seeker in response to questions or occur live at which time it would be recorded.
“Video Question” means a question recorded in video and audio that can be sent to potential employee and independent contractor candidates by an Employer Customer or Staffing Customer.
"Website" means all of the content, information and services (in any format whatsoever) accessible through the World Wide Web at the domain namewww.xpert-sol.com and www.xpertreview.com.
"Website Services" means the services provided by xPert Solutions, LLC through the website at the domain name xpert-sol.com, hire.li, and any of our other websites that may be used from time to time.

2 Modifications to Terms of Use.

2.1 Because the Internet remains a dynamic communications forum and the law on Internet and online commerce remains just as dynamic, You understand that xPert Solutions, LLC may alter, amend, change, waive, terminate or modify any term contained within its Terms of Use at any time.

2.2 Should xPert Solutions, LLC alter, amend, change, waive, terminate or modify any term contained within these Terms of Use, it shall provide notice by:
(A) Posting the new Terms of Use to the Website, particularly xPertreview.com/terms;
(B) Sending you electronic mail to the email address you provided when creating your account (where available and applicable) or other means pursuant to these Terms of Use; and/or
(C) As otherwise required by law.

2.3 If we inform you that the Terms of Use have been modified, you may elect to terminate use of any of the xPert Solutions, LLC Services subject to these Terms of Use (particularly, there are no refunds).

2.4 If you continue to use any of the xPert Solutions, LLC Services after receiving notice that these Terms of Use have been modified, any continued use shall constitute acceptance of the modified Terms of Use and be subject to them.

2.5 We may ask that you acknowledge your agreement to any modified Terms of Use. However, even if we do not do so, your continued use of xPert Solutions, LLC Services will be subject to the modified terms.
2.6 You agree to review these Terms of Use and the incorporated documents periodically to be updated of any such changes.

2.6 The act of placing a web page (URL) into a temporary file on your browser so that you may return to that page at a future date directly without passing through certain preceding pages ("bookmarking") may under certain circumstances cause you to bypass links to these Terms of Use. Should you use such bookmarks and skip links to modified Terms of Use, your continued use still constitutes acceptance of these Terms of Use.

3 XpertReview Services

XpertReview is a next generation Web and Mobile enabled Interview as a Service (IaaS) platform and associated services to manage and monitor technical screening life-cycle in real-time mode via video enabled Self-assessment and One on One screening by IBS pool of Crowd Sourced Subject Matter Experts.

This platform has the following two modules;

1. Video Enabled Self-Assessment and Screening – Where candidates will go through the Testing and self-assessment for pre-defined interview and test questions while he/she is being recorded and will talk to the computer as if they are going through Face to face interview

(this tool don’t allow them to browse any online help). The tests have 3 components of assessment – Objective, Descriptive and Subject Matter or Technical.

2. One on One (1x1) Video Interview – Where candidate will go through a Video interview which is recorded all the time. Also, we have crowd sourced Experts on many technologies and industries if the client wants to utilize our pool of Experts to interview the candidates and provide the client with recommendation of assessment.

3.1 XPert Solutions, LLC will not sell any Video Content to any third party.

3.1.1 If you choose to participate in a Live Interview using your webcam and Microphone through xPert Solutions, LLC Services, you authorize xPert Solutions, LLC to allow the participants in the Live Interview to see and hear you. You also authorize xPert Solutions, LLC to record the Live Interview. Finally, you authorize xPert Solutions, LLC to store your recorded Live Interviews on its servers in your Account.

3.1.2 Apart from xPert Solutions, LLC, only you and those you have authorized to use your Sub Accounts (if any) will have access to your recorded Live Interviews. Job candidates cannot access your recorded Live Interviews. xPert Solutions, LLC will not use your recorded Live Interviews for any purpose unrelated to your Account.

3.1.3 XPert Solutions, LLC will not share or provide access to your Live Interviews to any third party absent a subpoena or court order. And, should xPert Solutions, LLC ever be subpoenaed for content associated with your Account, xPert Solutions, LLC shall provide you notice and an opportunity to file a motion objecting to any disclosure.

3.1.4 Given you will be using xPert Solutions, LLC Services for employment related purposes, you agree not to use any content or information obtained in any Video Interview in violation of any applicable laws. xPert Solutions, LLC cannot advise you or provide you guidance on these laws.

3.1.5 Job Seekers are expressly prohibited from creating their own recordings of Video Interviews. xPert Solutions, LLC employs reasonable measures to prevent any unauthorized recording of Video Interviews.

3.2 No Guarantees of Employment

3.3 XPert Solutions, LLC is not an employment agency. xPert Solutions, LLC does not make any representations as to the qualifications of any individual, entity or employer.
Additionally, where an individual, entity, group or employer successfully secures employment, xPert Solutions, LLC makes no guarantees or representations as to the satisfaction of such employment.
Additionally, xPert Solutions, LLC does not guarantee that any individual or entity will find employment or an employee through xPert Solutions, LLC Services.

3.4 Deletion of Content. Except as provided elsewhere in these Terms of Use, all Customer Content and Video Content will no longer be accessible to you upon deletion or termination of your Account.

3.5 Sub-Accounts. Depending on the plan purchased, you may be able to create sub accounts ("Sub Accounts") for use by individuals you authorize. If you create Sub-Accounts, you agree to create a separate Sub-Account for each authorized individual. You also agree to only allow authorized individuals to obtain a Sub-Account and ensure they understand and agree to these Terms of Use.

3.6 Changes to Service. xPert Solutions, LLC reserves the right at any time to modify or discontinue, whether temporarily or permanently, any aspect of the xPert Solutions, LLC Services, in whole or in part. Any modifications to any of the xPert Solutions, LLC Services, including the releases of new features, tools or resources, shall be subject to these Terms of Use. Sometimes, updates to xPert Solutions, LLC’s Software and/or code may require your computer to install additional third party software. xPert Solutions, LLC will provide you with notice of any major changes or modifications in the same manner as described in Section 2. Absence of any notice beyond changes in the xPert Solutions, LLC Services shall not affect the enforceability of these Terms of Use.

4 Pricing, Payments, and Billing

4.1 Pricing. xPert Solutions, LLC reserves the right to change the prices for any of the xPert Solutions, LLC Services including, but not limited to, any prices associated with subscription service plans at any time. Should xPert Solutions, LLC change any pricing, xPert Solutions, LLC shall provide its existing xPert Solutions, LLC Customers with at least thirty (30) days’ notice consistent with Section 17.17.

4.2 Method of Payments. To purchase xPert Solutions, LLC Services, you must provide xPert Solutions, LLC with a valid credit card or checking account debit information. xPert Solutions, LLC presently accepts payments from xPert Solutions, LLC Customers using a secure connection. xPert Solutions, LLC reserves the right to choose the forms of payment accepted for xPert Solutions, LLC Services, to refuse select forms of payment, to refuse service to anyone, and to add or remove particular third parties from whom it will accept payments.

4.3 Advance Billing.
XPert Solutions, LLC bills in advance for xPert Solutions, LLC Services on recurring basis.


XPert Solutions, LLC may, in its sole discretion, provide you with monthly, quarterly, semi-annual, and/or annual subscription service plans from which to choose, depending on your payment method, account history, and/or account preferences.


Should xPert Solutions, LLC provide you with a subscription service plan that encompasses more than one month (quarterly, semi-annual, or annual), xPert Solutions, LLC may, in its sole discretion, provide you the option to pay for the entire subscription service plan in one or multiple advance payments, depending on your payment method, account history, and/or account preferences.


By choosing your subscription service plan, method of payment, and applicable billing cycle, you authorize xPert Solutions, LLC to use the form of payment specified in your account preferences or settings to bill you automatically in advance for the chosen xPert Solutions, LLC Services on a recurring basis for each applicable billing cycle until your account has been cancelled and the applicable subscription plan has concluded.
Should you decide to cancel your account, your account will be effectively cancelled after the conclusion of your then-existing service plan.

4.4 Renewals. For the convenience of its xPert Solutions, LLC Customers, xPert Solutions, LLC automatically renews subscription plans.

4.5 No Refunds. xPert Solutions, LLC does not refund purchased services. Consequently, there will be no refunds for periods where xPert Solutions, LLC Services were unused should your account be cancelled including, but not limited to, period of dormancy or time remaining on subscription plans. Moreover, should you enter into a quarterly, semi-annual, or annual subscription plan wherein you make monthly payments, you agree to make monthly payments for the entire term of your subscription plan whether you use or cancel the xPert Solutions, LLC Services prior to the expiration of your subscription. Consequently, xPert Solutions, LLC cannot cancel or refund monthly payments associated with subscription plans.

4.6 Timing of Payments. Payments must be authorized and/or made at the time of purchase. Where you enter into a subscription plan with monthly or periodic payments, the payments will be made automatically in advance of each month or period.

4.7 Taxes and Other Excluded Fees. Payments for xPert Solutions, LLC Services do not include taxes, levies, withholdings, or duties imposed by taxing authorities or other applicable third parties. You are responsible for the payment of all such taxes, levies, withholdings or duties.

4.8 Insufficient Funds and Chargebacks. xPert Solutions, LLC processes all payments to it through a third party. Should your payments be cancelled or reversed because of insufficient funds or chargebacks, you will be responsible for any charges and/or penalties implemented by these third parties to you and/or xPert Solutions, LLC .

5 Conduct

5.1 Lawful Purposes.
XPert Solutions, LLC Services shall be used for lawful purposes only.
You hereby affirm that your organization is an equal opportunity employer, offering employment without regard to race, color, religion, sex, national origin, age, sexual orientation, disability, or citizenship unless legally required.
You shall be responsible for complying with all applicable regulations, statutes, laws and guidelines relating to hiring, interviewing, and recruiting employees as well as any matters related thereto.

5.2 Accurate Information. You agree to provide xPert Solutions, LLC with true, accurate and current information as requested when registering for xPert Solutions, LLC Services and/or purchasing products from xPert Solutions, LLC.

5.3 At time of registration, you must provide certain information that identifies you to other xPert Solutions, LLC Customers. In doing so, you may not violate a third party's intellectual property rights or use names that happen to be offensive or inappropriate.

5.4 You shall be solely and entirely responsible for any and all use of the xPert Solutions, LLC Services through your Account. Consequently, we recommend and require that:
(A) You not permit any other person to use your xPert Solutions, LLC Account, except for those authorized individuals provided with their own Sub Accounts;
(B) You do not assign or transfer your Account or its login information to any other person or entity; and,
(C) You promptly inform xPert Solutions, LLC of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a xPert Solutions, LLC Account or its login information.

5.5 You agree that you shall not use xPert Solutions, LLC Services for any of the following:

5.5.1 Intentionally or unintentionally violating any applicable local, state, national, or international law, or any rules or regulations thereunder;

5.5.2 Intentionally violating any intellectual property rights of a third party;

5.5.3 Disseminating or posting harmful content including, without limitation, viruses, Trojan horses, worms, spyware, or any other computer programming routines that may damage, interfere with, secretly intercept, or seize any system, program, data, or personal information;

5.5.4 Disseminating materials that are lewd, offensive, inflammatory, harassing, threatening, defamatory, or otherwise objectionable as determined by xPert Solutions, LLC in its sole discretion;

5.5.5 Posting or transmitting, or causing to be posted or transmitted, via the xPert Solutions, LLC Services any nudity;

5.5.6 Posting or transmitting, or causing to be posted or transmitted, via the xPert Solutions, LLC Services any spam;
XPert Solutions, LLC maintains a strict policy forbidding any spam or misuse of email services within its xPert Solutions, LLC Services.

5.5.7 Posting or transmitting, or causing to be posted or transmitted, via xPert Solutions, LLC Services any materials advertising any business other than xPert Solutions, LLC ;
Additional and/or different rules may apply in the event xPert Solutions, LLC dedicates a special forum in the future to the promotion and/or offering of services by xPert Solutions, LLC Customers.

5.5.8 Seeking to obtain private financial information from any Consumer;

5.5.9 To impersonate any other person;

5.5.10 To provide any false information;

5.5.11 Registering or attempting to register an account with xPert Solutions, LLC without its express authorization after having been terminated or suspended by xPert Solutions, LLC for any reason; and/or

5.5.12 Attempting to interfere with xPert Solutions, LLC's security measures.

5.6 Should you believe that a xPert Solutions, LLC customer or person has violated any of the foregoing prohibited uses mentioned in 5.5 , you should immediately notify xPert Solutions, LLC via info@xpert-sol.com

5.7 Upon learning of any error, omission or violation of these Terms of Use by any other third party, you shall immediately notify xPert Solutions, LLC via info@xpert-sol.com

5.8 You assume all liability for anything purchased using xPert Solutions, LLC Services through your Account, whether intended for you or for a third party.

5.9 Cancellation of Account.
You may cancel your Account at any time. Before doing so, xPert Solutions, LLC recommends you review these Terms of Use carefully so you understand what will occur upon cancellation particularly in relation to payments for xPert Solutions, LLC Services.
To effectively cancel your Account, please contact us at support@xpertreview.com for assistance. Upon doing so, the cancellation of your Account will take place promptly.
Upon cancellation, all of your Content may be deleted permanently. xPert Solutions, LLC shall not be responsible for the loss of any Content due to the cancellation (or termination) of a xPert Solutions, LLC Account. xPert Solutions, LLC is not responsible should an Account remain active if the cancellation procedure described above is not followed.

5.10 Termination of Account.
XPert Solutions, LLC reserves the right to refuse its xPert Solutions, LLC Services to anyone should it believe that the xPert Solutions, LLC Services have been abused. For a non-exclusive list of what xPert Solutions, LLC considers abuse, you should refer to Section 5.5 above. Though specific prohibited items have been listed, xPert Solutions, LLC reserves the right to consider any action or conduct inconsistent with the intended use of xPert Solutions, LLC Services to constitute abuse.
Should xPert Solutions, LLC believe that the xPert Solutions, LLC Services have been, will be, or are being used for any unlawful purpose and/or used in violation of any of these Terms of Use or any other xPert Solutions, LLC agreement or policy, xPert Solutions, LLC may (a) terminate an account immediately; (b) refuse its xPert Solutions, LLC Services to anyone; and/or (c) take any further action as permitted by law.
Additionally, xPert Solutions, LLC may terminate a xPert Solutions, LLC Account immediately in the event that xPert Solutions, LLC believes, in its sole discretion, that a xPert Solutions, LLC Customer is "flooding" the xPert Solutions, LLC Services.
XPert Solutions, LLC also reserves the right to suspend or terminate a xPert Solutions, LLC Account should xPert Solutions, LLC become involved in pending litigation or other similar dispute with a xPert Solutions, LLC Customer in relation to the xPert Solutions, LLC Account, or for any other reason. Should a xPert Solutions, LLC Customer become involved in litigation or other similar dispute in relation to a xPert Solutions, LLC Account, xPert Solutions, LLC also may suspend or terminate the xPert Solutions, LLC Account immediately and without notice.
Should xPert Solutions, LLC become aware of litigation relating to a xPert Solutions, LLC Account, xPert Solutions, LLC reserves the right to preserve content associated with the xPert Solutions, LLC Account.

5.11 Consequences of Termination.
Should your Account become terminated, xPert Solutions, LLC may, in our sole discretion and without liability to You, remove and discard any information associated with your account including, but not limited to, any Content or Customer Content.
Should your Account become terminated, you will remain solely responsible for all liabilities that may have arisen or arise from your Account and/or its termination.
XPert Solutions, LLC shall not be liable to you or any third-party for any termination of your Account or your use of the xPert Solutions, LLC Services.
Any xPert Solutions, LLC Customer whose Account has been terminated by xPert Solutions, LLC may not access the xPert Solutions, LLC Services without the prior express written permission of xPert Solutions, LLC.
There shall be no refunds for any use of xPert Solutions, LLC Services terminated as a result of a breach of these Terms of Use.
XPert Solutions, LLC may also refuse registration, terminate an account, and/or refuse xPert Solutions, LLC Services to any person who registers or attempts to register an account with xPert Solutions, LLC without authorization after having had an account previously suspended or terminated by xPert Solutions, LLC. In particular, should xPert Solutions, LLC identify this person by any means (including, but not limited to IP addresses), it reserves the right to refuse or terminate registration.

5.12 Should the xPert Solutions, LLC Services become terminated globally for any reason, all xPert Solutions, LLC accounts shall be terminated immediately, without any prior notifications by xPert Solutions, LLC.

6 Objectionable Content.

XPert Solutions, LLC does not endorse any Customer Content made available via xPert Solutions, LLC Services. xPert Solutions, LLC reserves the right, but not the obligation, to delete posts and/or Content that it believes, in its sole discretion, violate these Terms of Use. However, the failure of xPert Solutions, LLC to delete any post and/or Content does not constitute an endorsement of it.
XPert Solutions, LLC is not responsible for any false, defamatory, libelous, or slanderous Content posted by its xPert Solutions, LLC Customers. If you believe any Content violates your rights or those of a third party in any way, you may contact xPert Solutions, LLC via support@xpertreview.com

7 Intellectual Property Rights

7.1 Software. xPert Solutions, LLC Services and any necessary software used in connection with the xPert Solutions, LLC Services ("Software") contain proprietary and confidential information protected by applicable intellectual property and other laws. xPert Solutions, LLC or its licensor holds all rights, title and interest in all Software and all intellectual property, including other rights related to intangible property, unless otherwise indicated. No title or interest in such intellectual property rights is being transferred to you and you agree to make no claim of interest in any such Software. Except as expressly authorized by xPert Solutions, LLC or our advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Software, in whole or in part.

7.2 Copyright.

7.2.1 XPert Solutions, LLC shall possess and retain all copyrights to content created by xPert Solutions, LLC (“XPert Solutions, LLC Content”). xPert Solutions, LLC may use content obtained from third party sources. All rights to such third party content remains with the owners of such third party content.

7.2.2 xPert Solutions LLC will keep the video content up to six months. Video content will automatically be purged out from the system. However, you have option to download and keep the content older than six months on your storage device upon paying fee to xPert Solution, LLC. As stated elsewhere, all video content associated with an Account will be purged upon cancellation or termination of an account except you request On-demand backup of your Video Interviews. All copyrights in Customer Content shall remain with the applicable owners of such copyrights.

7.2.3 By using xPert Solutions, LLC Services, you provide xPert Solutions, LLC a license to use your Customer Content and Video Content for purposes of providing xPert Solutions, LLC Services in relation to your Account.
You may link to our Website from your own websites and other third party websites, so long as you do so in accordance with these Terms of Use. However, you may not frame any elements of xPert Solutions, LLC Services within any other website.

7.2.4 Your use of any third party software or content obtained through the xPert Solutions, LLC Services does not transfer to you any rights, title or interest in or to the third party software or content. Further, you agree that you shall not use any third party software or content made available to you through the xPert Solutions, LLC Services except as expressly authorized under the applicable third party provider's terms of use or license, which are incorporated by reference herein for the benefit of such third party providers. If you do not agree to the third party providers' terms of use or license agreement, do not download or use the third party software or content.

7.3 Trademarks.

7.3.1 You agree to not use xPert Solutions, LLC Trademarks or any mark that is confusingly similar to such trademarks. Nothing on or through the xPert Solutions, LLC Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of xPert Solutions, LLC Trademarks. xPert Solutions, LLC reserves the right to restrict the use of its name, system, logo, and trademarks. You agree to comply with any and all such restrictions.

7.3.2 For purposes of displaying your Account and content associated with it, you permit xPert Solutions, LLC to use your name and trademark, if applicable. You also allow xPert Solutions, LLC to use your name and trademark in a manner consistent with fair use. Upon receiving written request consistent with Notices provided herein, xPert Solutions, LLC will remove your name and/or trademark except as necessary to continue providing you with xPert Solutions, LLC Services.

7.3.3 All other companies' names, brand names and product names are trademarks or trade names of their respective owners who may or may not endorse, be affiliated with or connected to xPert Solutions, LLC. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the xPert Solutions, LLC Services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws

7.4 Destruction of Materials.

7.4.1 Should you violate these terms regarding intellectual property, you must delete any materials obtained in violation of these Terms of Use immediately upon notice or upon realizing possession of such materials violate these Terms of Use, whichever is earlier.

7.5 Limited License. All xPert Solutions, LLC Content is the proprietary property of xPert Solutions, LLC and/or its licensors, with all rights reserved. No xPert Solutions, LLC Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without xPert Solutions, LLC's prior written permission. Provided that you are eligible for use of xPert Solutions, LLC Services and retain all copyright or other proprietary notices intact, you are granted a limited license to access and use the xPert Solutions, LLC Services and the xPert Solutions, LLC Content, including a limited license to download or print a copy of any portion of the xPert Solutions, LLC Content to which you have properly gained access solely for your use in relation to the xPert Solutions, LLC Services. You may not upload or republish xPert Solutions, LLC Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation. This limited license is subject to these Terms of Use and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the xPert Solutions, LLC Services or xPert Solutions, LLC Content without the prior written permission of xPert Solutions, LLC, other than as specifically authorized herein, is strictly prohibited and shall immediately terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

7.6 Unauthorized Access or Circumvention. As stated above, xPert Solutions, LLC takes the privacy of its xPert Solutions, LLC Customers very seriously. In this context, it also takes seriously any effort to circumvent the technology it has implemented to protect the privacy and the security of information on its servers. Should any person attempt to obtain or obtain unauthorized access to xPert Solutions, LLC servers and/or should any xPert Solutions, LLC Customer attempt to exceed or exceed his/her/its authorized access to xPert Solutions, LLC servers, xPert Solutions, LLC shall consider such conduct to violate the federal Computer Fraud and Abuse Act, 18 U.S.C. § 1030, which provides for civil and criminal penalties. Additionally, depending on the circumstances, such conduct could also violate the Electronic Communications Privacy Act, 18 U.S.C. § 2510, et eq. and the Stored Communications Act, 18 U.S.C. § 2701, et seq., both of which also provide for civil and criminal penalties. xPert Solutions, LLC considers the unauthorized access to and/or download of any Video Content fall within the scope of this prohibited conduct. Moreover, xPert Solutions, LLC shall consider any approval or knowledge of a third party’s efforts to engage in the foregoing prohibited conduct as willful cooperation in such conduct.

8 RESALE OF SERVICE


Unless otherwise agreed to in writing by xPert Solutions, LLC, you agree not to reproduce, duplicate, copy, sell, resell, outsource, reverse engineer or exploit any portion of, the use of, or access to xPert Solutions, LLC Services.

9 INDEMNIFICATION

You agree to indemnify and hold xPert Solutions, LLC (as defined in 14.1.3) harmless against and from any claim, demand, expenses, or losses, including reasonable legal fees (including but not limited to attorney's fees, paralegal fees, costs and expenses), made by any third party against xPert Solutions, LLC due to or arising out of: (A) your use of and/or connection to the Apps, Website, and/or xPert Solutions, LLC Services; (B) your sharing of any content obtained through use of the Apps, Website, and/or xPert Solutions, LLC Services to any third party; (C) the use of any content downloaded from the Apps, Website, and/or xPert Solutions, LLC Services to your computer and/or servers; (D) your violation of these Terms of Use; (E) information you sent, submitted, electronically received, viewed, printed, downloaded, or transmitted through the Apps, Website, and/or xPert Solutions, LLC Services; (F) any misuse, intended or unintended, of any Video Content (and/or information conveyed therein) by you, your agents, your employees, your customers, and any other parties to whom information is provided; or (G) your violation of any rights of any other individual or entity, whether you are a registered user or not. You are responsible for your actions when using the Apps, Website, and/or xPert Solutions, LLC Services, including, but not limited to, costs incurred for Internet access. In all cases, xPert Solutions, LLC shall have the right to choose its own counsel.

10 DISCLAIMER OF WARRANTIES

10.1 THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC, LLC SERVICES ARE PROVIDED TO YOU "AS IS", "WITH ALL FAULTS", "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW.

10.2 XPERT SOLUTIONS, LLC SPECIFICALLY DISCLAIMS ANY AND ALL WARRATIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIBIITY, COMPLETENESS, CAPABILITIES, SECURITY, TIMELINESS, USEFULNESS AND/OR CONTENT OF THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES:
THE ABILITY OF THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES TO INTEROPERATE OR INTEGRATE WITH ANY THIRD PARTY PRODUCTS SUCH AS SOFTWARE OR HARDWARE;
ANY WARRANTIES RESULTING FROM A COURSE OF DEALING OR USAGE OF TRADE;
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
ANY WARRANTIES OF NON-INFRINGEMENT; AND
ANY WARRANTIES REGARDING THE RIGHTS AND TITLE OF XPERT SOLUTIONS, LLCIN THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES, OR ANY WARRANTY THAT THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

10.3 XPERT SOLUTIONS, LLC IS NOT LIABLE FOR ANY INFORMATION, SOFTWARE OR OTHER PRODUCTS THAT ARE DOWNLOADED FROM THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES BY YOU OR INSTALLED ON YOUR COMPUTER. AS SUCH, XPERT SOLUTIONS, LLC IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

10.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

10.5 XPERT SOLUTIONS, LLC MAKES NO WARRANTY THAT THE APPS, WEBSITE, XPERT SOLUTIONS, LLC SERVICES, AND/OR CONTENT THEREON WILL BE EROR-FREE, AVAILABLE WITHOUT INTERRUPTION, TIMELY, OR MEET YOUR REQUIREMENTS.

10.6 WE WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES. HOWEVER, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE; LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA; LOSS OF REVENUE; OR, OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NON-DELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE XPERT SOLUTIONS, LLC SERVICES, OR OTHER INTERACTION WITH THE XPERT SOLUTIONS, LLC SERVICES. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE XPERT SOLUTIONS, LLC SERVICES. WE DO NOT WARRANT THAT (I) THE XPERT SOLUTIONS, LLC SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE XPERT SOLUTIONS, LLC SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE XPERT SOLUTIONS, LLC SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE XPERT SOLUTIONS, LLC SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

10.7 THESE DISCLAIMERS APPLY TO ALL CONTENT SENT TO AND/OR FROM THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES.

11 THIRD PARTY LINKS AND PRODUCTS

11.1 IN CONNECTION WITH THE XPERT SOLUTIONS, LLC SERVICES, XPERT SOLUTIONS, LLCMAY PROVIDE YOU WITH LINKS TO THIRD PARTY WEBSITES AND OFFERS FOR PRODUCTS AND SERVICES OF THIRD PARTIES.

11.2 XPERT SOLUTIONS, LLCNEITHER MONITERS NOR HAS ANY CONTROL OVER SUCH THIRD PARTY WEBSITES, PRODUCTS, AND SERVICES.

11.3 XPERT SOLUTIONS, LLCIS NOT RESPONSIBLE FOR AND DOES NOT ENDORSE (A) THE AVAILABILITY OR CONTENT OF SUCH THIRD PARTY WEBSITES; (B) THE PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES; (C) THE USE OF OR RELIANCE UPON SUCH CONTENT, PRODUCTS, OR SERVICES; (D) ANY LOSS OR DAMAGE ARISING FROM ANY COMMUNICATIONS AND/OR TRANSACTIONS BETWEEN YOU AND THIRD PARTIES; AND/OR (E) THE PRIVACY AND OTHER PRACTICES OF SUCH THIRD PARTIES.

11.4 ANY CORRESPONDENCE OR BUSINESS TRANSACTIONS BETWEEN YOU AND SUCH THIRD PARTIES ARE SOLELY BETWEEN YOU AND ANY SUCH THIRD PARTY.

11.5 XPERT SOLUTIONS, LLCSPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD PARTY PRODUCTS AND SERVICES INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT OR WHERE SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.

11.6 THIRD PARTY WEBSITES MAY SOLICIT PERSONAL INFORMATION AND SEND COOKIES. THE INCLUSION OF A LINK TO A THIRD PARTY WEBSITE THROUGH THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES DOES NOT IMPLY ENDORSEMENT OF THE LINKED THIRD PARTY WEBSITE.

11.7 YOU ALSO MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS THAT MAY APPLY WHEN YOU USE AFFILIATE OR OTHER SERVICES PROVIDED BY XPERT SOLUTIONS, LLC, THIRD-PARTY CONTENT OR THIRD-PARTY SOFTWARE. XPERT SOLUTIONS, LLCSPECIFICALLY DISCLAIMS ANY LIABILITY FOR ITS CUSTOMERS FAILING TO ABIDE BY THIRD-PARTY WEBSITES' POLICIES AND TERMS.

12 LIMITATION OF LIABILITY

12.1 GENERAL TERMS. FOR EACH OF THE FOLLOWING LIMITATIONS OF LIABILITY, THE FOLLOWING TERMS SHALL APPLY:

12.1.1 “DAMAGES” SHALL INCLUDE ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND/OR ANY OTHER DAMAGES OR INTANGIBLE LOSS. THE TYPE OF DAMAGES TO WHICH THESE LIMITATIONS OF LIABILITY APPLY INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF BUSINESS PROFITS OR LOST SAVINGS, LOSS TO GOODWILL, LOSS ARISING FROM BUSINESS INTERRUPTION, LOSS OR VANDALISM OR THEFT OF PROGRAMS OR INFORMATION, LOSS OF REPUTATION, VIOLATION OF PRIVACY, LOSS OF USE OR DATA, LEGAL FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES, PARALEGAL FEES, AND OTHER COSTS AND EXPENSES), AND/OR ANY OTHER KIND OF DAMAGE OR LOSS.

12.1.2 “XPERT SOLUTIONS, LLC” SHALL MEAN XPERT SOLUTIONS, LLC; ITS SUBSIDIARIES; AND, ITS OWNERS, OPERATORS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, LICENSORS, SUCCESSORS OR ASSIGNS.

12.1.3 “STRATEGIC PARTNERS” SHALL MEAN CO-BRANDERS, SUPPLIERS, VENDORS, AND OTHER PARTNERS USED BY XPERT SOLUTIONS, LLC AS WELL AS THEIR SUBSIDIARIES, PARENTS, OWNERS, OPERATORS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, LICENSORS, SUCCESSORS OR ASSIGNS.

12.1.4 THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF WHETHER CAUSED BY XPERT SOLUTIONS, LLC OR ANY PART OF XPERT SOLUTIONS, LLC AS DEFINED ABOVE.

12.1.5 THESE LIMITATIONS OF LIABILITY APPLY TO ALL CLAIMS, CAUSES OF ACTION, AND/OR FORMS OF ACTION, WHETHER FOR OR BASED UPON BREACH OF CONTRACT, EQUITY, NEGLIGENCE, TORT, STRICT LIABILITY OR UNDER ANY OTHER CLAIM OR CAUSE OF ACTION.

12.1.6 THESE LIMITATIONS OF LIABILITY APPLY EVEN IF XPERT SOLUTIONS, LLC WAS ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES.

12.2 YOU AGREE THAT XPERT SOLUTIONS, LLC AND ITS STRATEGIC PARTNERS SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY WHATSOEVER FOR ANY DAMAGES AS DEFINED ABOVE ARISING IN CONNECTION WITH OR IN ANY WAY OUT OF THE AVAILABILITY OR USE OF, RELIANCE ON, INABILITY TO USE, OR ANY OTHER MATTER RELATING TO THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES.

12.3 YOU AGREE TO EXCUSE XPERT SOLUTIONS, LLC AND AGREE THAT IT SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DELAY OR FAILURE TO PERFORM DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, ACTS OF GOVERNMENT; NATURAL CATASTROPHES; FORCE MAJEURE; ACTS OF GOD; INTERNET DISRUPTIONS OR UNAVAILABILITY; FAILURE OF OPERATING SYSTEMS; UNAVAILABLE NETWORK CONNECTIONS; IMPERFECT COMPUTER TRANSMISSIONS; LABOR DISPUTES: POWER OUTAGES; LOSS OF DATA; OR SIMILAR OCCURRENCES.

12.4 YOU AGREE THAT XPERT SOLUTIONS, LLC SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES. SIMILARLY, XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD UPDATES TO THE SOFTWARE OR CODE REQUIRE THE INSTALLATION OF OTHER THIRD PARTY SOFTWARE.

12.5 YOU AGREE THAT XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES AS DEFINED ABOVE THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH:

12.5.1 THE USE OF OR THE INABILITY TO USE THE XPERT SOLUTIONS, LLC SERVICES;

12.5.2 THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE XPERT SOLUTIONS, LLC SERVICES;

12.5.3 UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR DATA;

12.5.4 STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE XPERT SOLUTIONS, LLC SERVICES;

12.5.5 THE DISCLOSURE OF ANY PARTY'S IDENTITY OR IDENTIFYING INFORMATION;

12.5.6 THESE TERMS OF USE; OR

12.5.7 ANY OTHER MATTER RELATING TO THE XPERT SOLUTIONS, LLC SERVICES.

12.6 YOU AGREE THAT XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES AS DEFINED ABOVE. WHERE ANY COURT OF COMPETENT JURISDICTION LIMITS THE ABILITY OF XPERT SOLUTIONS, LLC TO DISCLAIM ANY DAMAGES, YOU AGREE THAT THE MAXIMUM AMOUNT OF DAMAGES THAT XPERT SOLUTIONS, LLC SHALL BE LIABLE TO YOU FOR SHALL NOT EXCEED THE AMOUNT OF PAYMENTS YOU PAID TO XPERT SOLUTIONS, LLC.

12.7 IF YOU ARE DISSATISFIED WITH THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES, OR YOU HAVE ANY DISPUTE WITH XPERT SOLUTIONS, LLC IN CONNECTION WITH THE SAME OR THESE TERMS OF USE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE USING THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES.

12.8 YOU AGREE THAT XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING OR OCCURRING THROUGH ANY EMPLOYMENT RELATIONSHIP (WHETHER EMPLOYER-EMPLOYEE OR EMPLOYER-INDEPENDENT CONTRACTOR OR EMPLOYER-STAFFING COMPANY) DEVELOPED, MODIFIED, OR TERMINATED BY USE OF THE APPS, WEBSITE AND/OR XPERT SOLUTIONS, LLC SERVICES.

12.9 YOU AGREE THAT XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MISUSE OF CONTENT FOUND ON OR THROUGH THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES. PARTICULARLY, XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE FOR ANY MISUSE OF ANY VIDEO CONTENT OR INFORMATION CONTAINED THEREON BY ANY CUSTOMER.

12.10 YOU AGREE THAT XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MISUSE OF CONTENT FOUND ON OR THROUGH THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES DELIVERED TO STAFFING CLIENTS. PARTICULARLY, XPERT SOLUTIONS, LLC SHALL NOT BE LIABLE FOR ANY MISUSE OF ANY VIDEO CONTENT OR INFORMATION CONTAINED THEREON BY ANY STAFFING CLIENTS.

12.11 YOU AGREE THAT XPERT SOLUTIONS, LLC AND ITS STRATEGIC PARTNERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FAILURE OF PERFORMANCE; ERROR; OMISSION; INTERRUPTION; DELETION OF CONTENT; DEFECT; DELAY IN OPERATION OR TRANSMISSION; BUG; VIRUSES THAT MAY INFECT YOUR COMPUTER SOFTWARE, EQUIPMENT, OR OTHER PROPERTY; COMMUNICATION LINE FAILURE; THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION, INACCESSIBILITY OR LOSS OF, OR USE OF DATA, INFORMATION AND/OR RECORDS.

12.11.1WE SPECIFICALLY DO NOT WARRANT OR GUARANTEE (1) THAT THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES OR ANY PORTION THEREOF WILL BE FREE OF INFECTION BY VIRUSES, BUGS, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, (2) THAT THE FUNCTIONS PERFORMED BY THE APPS, WEBSITE, AND/OR XPERT SOLUTIONS, LLC SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (3) THAT DEFECTS IN THE APPS, WEBSITE, AND/OR THE XPERT SOLUTIONS, LLC SERVICES WILL BE CORRECTED.

12.11.2IT IS YOUR SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION VIRUS SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT THE APPS, WEBSITE, AND XPERT SOLUTIONS, LLC SERVICES, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM.

13 EXCLUSIONS AND LIMITATIONS.


SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 11, 12, 13, and 14 MAY NOT APPLY TO YOU.

General Provisions

13.1 Acknowledgement. You acknowledge that you have read, understood, and agreed to all terms contained herein. Further, you represent that you have consulted, or have had the opportunity to consult with, your legal, tax, and financial advisors in connection with the execution and performance of the Agreement.

13.2 Applicable Law. These Terms of Use shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflicts of law’s provisions. You agree to submit to the personal and subject matter jurisdiction of the courts located within Cumberland County in the Commonwealth of Pennsylvania. You also agree the venue for any action, dispute or proceeding with respect to this Agreement or any dispute between you and xPert Solutions, LLC shall be Cumberland County in the Commonwealth of Pennsylvania. You further waive all defenses to the contrary including, but not limited to, lack of personal jurisdiction or forum non-conveniens.

13.3 Arbitration Clause. Any dispute, claim, or controversy arising out of these Terms of Use, the Apps, Website, and/or xPert Solutions, LLC Services shall be settled by arbitration in Mechanicsburg, Pennsylvania. Such arbitration shall be conducted in accordance with the Commercial Arbitration Rules (or then-existing equivalent) of the American Arbitration Association (or then-existing equivalent). The party requesting arbitration shall serve upon the other party a notice demanding arbitration and a description of the issue or issues to be arbitrated.
A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator may award legal fees (including, but not limited to, attorneys' fees, paralegal fees, etc.), expenses, and costs as part of the award. Any award issued as a result of the arbitration shall be binding and may be entered as a final judgment or order in any court of competent jurisdiction and enforced accordingly. All costs and expenses of the arbitration, including reasonable legal fees (including, but not limited to, attorney's fees, paralegal fees, etc.), shall be allocated among the parties as determined by the arbitrator.
Notwithstanding the foregoing, either Party may at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including but not limited to, preliminary injunctive relief) and, additionally, the provisions of this Section may be enforced by any court of competent jurisdiction.

13.4 Class Actions Waived. You expressly waive any right to participate in any class action against xPert Solutions, LLC for any claims related to the Apps, Website, and/or xPert Solutions, LLC Services. In fact, by using the Apps, Website, and/or xPert Solutions, LLC Services and agreeing to these Terms of Use, you expressly agree that you shall not be permitted to resolve any claims through class actions against xPert Solutions, LLC.

13.5 Entire Agreement. These Terms of Use, as they shall be modified from time to time, constitute the full and complete understanding among them with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements, or representations by or among the Parties, written or oral, which may have related to the subject matter hereof in any way. You may not rely on any other statements, promises, or agreements by any party, whether written or oral, that alters or contradicts the terms of these Terms of Use. Indeed, you affirm that you are not relying upon any verbal or written representations whatsoever, except as expressly set forth in these Terms of Use.

13.6 Incorporation Clause. These Terms of Use expressly incorporate the terms provided for in xPert Solutions, LLC's Privacy and Security Policy.

13.7 Independent Parties. You and xPert Solutions, LLC are independent parties and nothing contained in these Terms of Use shall be construed or implied to create any agency or partnership between you and xPert Solutions, LLC. At no time shall you or xPert Solutions, LLC act as an agent for or make commitments for or in the name of the other party.

13.8 Jury Trial Waived. As provided in the Arbitration Clause above, you acknowledge that all disputes with xPert Solutions, LLC shall be resolved through arbitration. Should any arbitration or court find such restriction unenforceable and/or should any dispute appear before a court, you expressly waive any right to a jury trial in any action against xPert Solutions, LLC for any claims related to the Apps, Website, and/or xPert Solutions, LLC Services. In fact, by using the Apps, Website, and/or xPert Solutions, LLC Services and agreeing to these Terms of Use, you expressly agree that you shall not be permitted to obtain a jury trial in any action against xPert Solutions, LLC.

13.9 Legal Advice Not Provided. You acknowledge and agree that xPert Solutions, LLC has not and will not provide you with any legal advice on any subject, but particularly with respect to compliance with employment, data privacy, or other relevant laws, rules, or regulations. You agree not to construe any xPert Solutions, LLC communications as legal advice.

13.10 Paragraph and Section Headings. Paragraph and Section headings are for convenience only and shall not be used to construe these Terms of Use or otherwise be given any legal effect.

13.11 Reasonableness. The Parties have read each of the terms in these Terms of Use and consider each of them, including all subparts, to be reasonable.

13.12 Savings Clause. In the event that any provision of these Terms of Use is held to be void or unenforceable by a Court of competent jurisdiction, the remaining provisions of these Terms of Use shall nevertheless be binding upon the Parties with the same effect as though the void or unenforceable part had been deleted. Further, any provision held to be void or unenforceable by a Court of competent jurisdiction shall be construed, if possible, to give effect to the Parties' intent. The Parties agree that any such provision, in its forms modified by the court, shall then be enforceable and shall be enforced.

13.13 Statute of Limitations. To the extent permitted by law, any claim or cause of action arising out of or related to use of the Apps, Website, and/or xPert Solutions, LLC Services shall be filed within one (1) year after such claim or cause of action arose. To the extent permitted by law and as applicable, any claim arising from the publication of any content on or through the Apps, Website, and/or xPert Solutions, LLC Services shall accrue on the first date of publication.

13.14 Survival. You agree that certain of these Terms of Use shall survive termination or expiration of your use of the xPert Solutions, LLC Services to achieve the fundamental purposes of these Terms of Use including, but not limited to, Sections 1, 5-8, and 11-14.

13.15 Waiver.

13.15.1No waiver of any breach of any provision of these Terms of Use shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

13.15.2The failure of xPert Solutions, LLC to insist, in any one or more instances, upon the performance of any of the terms of these Terms of Use or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such term or the future exercise of such right.

13.15.3No employee, agent or representative, including without limitation a customer service representative, of xPert Solutions, LLC shall be entitled to waive any term of these Terms of Use or any other xPert Solutions, LLC' agreement or policy.

13.16 Notices. Notices by xPert Solutions, LLC to you for any reason (including changes to these Terms of Use, the Apps, the Website, and/or xPert Solutions, LLC Services, the fees, or other similar matters) may be provided by a general posting on the Website at xpert-sol.com. Notices by you to xPert Solutions, LLC may be given through electronic mail to support@xpertreview.com. unless otherwise specified in these Terms of Use. Without receiving a confirmation email back from xPert Solutions, LLC, you may not assume that your notice has been received.

13.17 Restricted Locations.
The Apps, Website, and/or xPert Solutions, LLC Services may not be accessed, viewed, downloaded or otherwise received in any country or location in which doing so would, or could be deemed a violation of any law, regulation, rule, ordinance, edict or custom.
Apps, Website, and/or xPert Solutions, LLC Services may not be used by and is not directed at any country or region currently embargoed by the United States. By using the Apps, Website, and/or xPert Solutions, LLC Services, you agree to the foregoing and you warrant that you are not located in, or under the control of, or a national or resident of any such country or region.
You agree to comply with all local rules regarding online conduct and what xPert Solutions, LLC deems, in its sole discretion, acceptable content. For examples of prohibited content and conduct, refer to Section 5.5 above.
You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby, and have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

CUSTOMER: [customer name]

By:_______________

Title:_______________

Printed name:_______________

Date:_______________

xPert Solutions, LLC

By: _______________

Title:_______________

Printed Name:_______________

Date: _______________