These Partner Terms and Conditions (this “Agreement”) are between VillageDAO (the “Platform Provider”) and applies to all users (“you” or “Partner”) who access and/or use the VillageDAO platform as a Partner to provide online advice and services (the “Expert Platform”) to consumers who have purchased a subscription (“Members”).

What is VillageDAO?
VillageDAO provides an Expert Platform that allows members to connect with an Expert to ask questions or request advice and/or services directly from such Expert (the “Expert Platform”). VillageDAO, via the Expert Platform, enables a member to communicate directly with the Expert and pay for a subscription for access to these services from each Expert.

What information do we collect from you?
VillageDAO (the “Company”) provides an Expert Platform that allows Members to connect with an Expert to ask questions or request advice and/or services directly from such Expert. VillageDAO, via the Expert Platform, enables a member to communicate directly with the Expert and pay for a subscription for access to these services from each Expert.

Disclaimer – For Entertainment Purposes Only
You are solely responsible for verifying an Expert's identity, qualifications, credentials, biographics information, licenses held, and other information. VillageDAO is not responsible for any such verification.Member acknowledges and agrees that Experts are neither employees nor agents nor representatives of VillageDAO, and VillageDAO assumes no responsibility for any act or omission of any such Expert.Experts are not employees or agents of VillageDAO or any of its affiliates. All Experts are independent contractors of VillageDAO, and because they are independent contractors, VillageDAO does not control the quality, relevancy, or accuracy of any advice provided by an Expert and does not determine whether any Expert is qualified to provide any specific advice, whether an Expert is categorized correctly or in the most appropriate category to provide the advice sought by a Member, or whether any postings on or transmissions through the Expert Platform by a Member or an Expert are accurate, correct, relevant, or appropriate.ANY OPINION, RESPONSE, ADVICE, SUGGESTION, PREDICATION, INFORMATION, AND/OR OTHER SERVICE PROVIDED BY ANY EXPERT IS PROVIDED FOR ENTERTAINMENT PURPOSES ONLY.The advice or information provided by attorneys, doctors, and other Experts in fields requiring licensure and/or certification is provided for informational purposes only and cannot be considered a substitute for an in-person meeting or a face-to-face physical examination. Members should not rely on or make health, legal, financial, or other decisions based on advise provided by any Expert. VillageDAO strongly recommends that a Member seeking medical or mental health advice see a qualified professional in person.IF YOU ARE THINKING ABOUT SUICIDE, IF YOU FEEL YOU MAY BE A DANGER TO YOURSELF OR OTHERS, OR IF YOU OTHERWISE HAVE ANY MEDICAL EMERGENCY, PLEASE IMMEDIATELY NOTIFY THE POLICE OR EMERGENCY MEDICAL SERVICES IN YOUR AREA. IN THE UNITED STATES, PLEASE DIAL 911.

Acceptable Use
By accessing and/or using the Expert Platform, you represent, warrant, and agree to the following:
1. You are at least 18 years of age. If you are under the age of 18, you may not use or register for the Expert Platform or provide any personal information to us. VillageDAO reserves the right to immediately terminate any member account and delete his or her information if it believes the member is under the age of 18.
2. The information you submit in your registration form is true, accurate, and complete, and you will maintain and update this information during the term of this Agreement so that it remains true, accurate, current, and complete.
3. You will not undermine, disrupt, or manipulate the integrity of the Member feedback rating system on the Expert Platform. VillageDAO may, without notice, remove old ratings or exclude ratings which VillageDAO in its sole discretion believes compromises the integrity of the Member feedback rating system.
4. You will not interfere with or disrupt any VillageDAO servers, networks, or equipment in connection with the Expert Platform.
5. You will not attempt to gain unauthorized access to any computer system or network connected to the Expert Platform.
6. You will not transmit, upload, email, post, or otherwise make available through the Expert Platform: (a) any junk mail, spam, or unsolicited email or bulletin board postings; (b) any unlawful, harassing, libelous, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind; (c) any information or material that infringes a third-party right, including but not limited to intellectual property rights and/or privacy rights; (d) any software viruses, Trojan horses, worms, or any other malicious application or code; or (d) any information or material which may constitute or encourage conduct that is a criminal offense, a civil wrong, or otherwise violates any applicable law.
7. You will not violate any applicable laws, rules, regulations, or ethical codes.
8. VillageDAO enables the transfer of files between Members and Experts. When opening such file attachment, it is your responsibility to scan the files with an anti-virus software application.
9. You will not impersonate any person or entity or make any false statement regarding your employment or affiliation with any person or entity.
10. You will not stalk, threaten, or harass any Expert or Member or infringe on or attempt to infringe on their privacy.
11. VillageDAO may choose to review the Member's personal profile and amend any typing or spelling errors.
12. VillageDAO may, in its sole discretion, (i) refuse to post or transmit; or (ii) remove any content uploaded by Member.

Modification and Termination of Services
‍VillageDAO may modify or discontinue, temporarily or permanently, any service part of the Expert Platform, with or without notice to Member without liability to Member or any third party. VillageDAO, in its sole discretion and for any reason, may terminate Member's participation in the Expert Platform and refuse any and all current or future use by Member of the Expert Platform.

Fees and Payments
Subscriptions apply on a per-Expert basis; when a member purchases a subscription, the subscription provides access to one particular Expert. Members may purchase subscriptions to multiple Experts of their choosing. All interactions between you and an Expert will be billed through the Expert Platform regardless of whether the interaction is online or offline. You agree to pay all fees and charges associated with your member account on a timely basis and in accordance with your chosen payment schedule.You may make payments by using the credit card you have on file with VillageDAO. You expressly authorize payments for each billing cycle in accordance with your selected payment schedule, and each of your subscriptions will automatically renew until terminated (see “Cancellation and Refund” below). All amounts displayed on the Expert Platform are in US dollars, and You will be charged in USD. You will ensure that all credit card and payment information you provide is accurate, correct, and kept updated at all times, and that you are fully authorized to use such credit card and payment information. You may be required to verify your account or payment method via phone or email.You will reimburse VillageDAO for any expenses incurred by VillageDAO to collect fees owed by you. VillageDAO reserves the right to charge interest on any past due amounts of 2% per month or the highest amount permitted by law (if lower). If a payment method is invalid, and a Member incurs any past due amounts, VillageDAO reserves the right to charge any payment methods associated with the Member's account for any past due amounts) including any taxes and late fees) until such amounts are paid in full.VillageDAO may, at its sole discretion, choose to refund a payment made by a Member in certain limited circumstances. You may request a refund by contacting us at support.hey-expert.com.
VillageDAO's billing system is not fault-free; therefore, VillageDAO shall not be liable for any problems, miscalculations, or malfunctions in processing payments. If you believe a mistake has occurred, please submit a ticket at support.hey-expert.com.

Cancellation
You can cancel any subscription to any expert VillageDAO by providing 3 days' advance notice through the app before the beginning of your next billing cycle. Because subscriptions are specific to individual Experts, you must cancel each subscription that you wish to terminate. You will continue to have access to each of your subscriptions through the end of your selected billing cycle.

Privacy
Log-in Credentials. You are responsible for maintaining the confidentiality of your password, username, and any other security information related to your account. You are fully responsible for all activities that occur under your account.
Communications from VillageDAO. By registering with VillageDAO, you are agreeing, to the extent permitted under applicable law, that we can contact you by email or SMS from time to time with information about your sessions and/or subscriptions using the Expert Platform, for customer support and related services, and with updates about the Expert Platform and campaigns and events we are promoting.
Privacy Policy. By accessing and/or using the Expert Platform, you agree to the terms of VillageDAO's Privacy Policy at https://www.joinvillagedao.com/privacy-policy
Permitted Disclosures. VillageDAO may disclose Member information, including, but not limited to, personal information, transcripts, surveys, and recordings, to a third party (including the appropriate authorities) if VillageDAO or an Expert reasonably believes that disclosure (i) is necessary to comply with a legal process (such as a court order, subpoena, search warrant, etc.) or other legal requirement of any governmental authority; (ii) would potentially mitigate VillageDAO liability in an actual or potential lawsuit; (iii) is necessary or appropriate to protect VillageDAO's rights or property, or the rights or property of any person or entity; (iv) is necessary or appropriate to enforce this Agreement (including, but not limited to, ensuring payment of fees by Members), (v) is necessary to deter illegal behavior (including, but not limited to, fraud), or (vi) is necessary because someone may be in danger.
Your Information. You hereby grant VillageDAO an unlimited, irrevocable, royalty-free license to use, reproduce, edit, copy, transmit, distribute, publicly display, publicly perform, create derivative works based on, on a worldwide basis, any information or content that you post, transmit, deliver, or receive via the Expert Platform.

VillageDAO may retain your information for the purposes and timeframes as set out in the VillageDAO's Privacy Policy. Nevertheless, you acknowledge that VillageDAO is not required to store information (including your transcripts, surveys, and recordings) indefinitely.

Third-Party Websites
The Expert Platform, or a portion thereof, may also be made available via third-party websites. If you have accessed the Expert Platform, or any portion thereof, via a third-party website, such use may be subject to terms and conditions imposed by such third party. VillageDAO is not responsible for any terms, conditions, policies, acts, or omissions, of any such third parties.

Disclaimers
VillageDAO is not responsible for reviewing, endorsing, recommending, verifying, evaluating, warranting, or guaranteeing the qualifications, expertise, claims, or background of any Expert or any opinion, response, advise, prediction, recommendation, information, or other service provided by any Expert. VillageDAO shall not be deemed the provider of any of the Expert's services or other information acquired through the Expert Platform.Member acknowledges that Experts are not on call 24/7, and that response times are based on the particular shift the Expert you matched with is working.
MEMBER ACKNOWLEDGES AND AGREES THAT THE EXPERT PLATFORM IS PROVIDED “AS IS” AND THEREFORE WILL NOT HAVE ANY CLAIM OR DEMAND AGAINST VILLAGEDAO, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBCONTRACTORS, REPRESENTATIVES, OR AGENTS WITH RESPECT TO THE EXPERT PLATFORM. USE OF THE EXPERT PLATFORM IS AT THE MEMBER'S SOLE RISK. TO THE FULLEST EXTENT ALLOWED BY LAW, VILLAGEDAO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, OR ACCURACY.
VillageDAO does not assume, and will not be liable for: (1) the accuracy or availability of the Expert Platform; or (2) any damages or injury arising from or related to the Expert Platform and/or any opinion, response, advice, prediction, recommendation, information, and/or other service provided or not provided by any Expert. VillageDAO does not guarantee that VillageDAO's service will be uninterrupted or that it will be timely, secure, or error-free.

Links and Advertisements
The Expert Platform may contain links or other content (including advertisements on its own behalf or paid advertisements on behalf of third parties) related to web sites, products and/or services offered by third parties and Company has no control over any such linked content or anything provided by any such third party. The Member acknowledges and agrees that Company is not responsible for such third party links, content, web sites, products or services and will not be responsible or liable for anything related thereto and agrees that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged by or in connection with the use of or reliance on any such link, web site, content, product and/or service.

Intellectual Property
The Expert Platform contains copyrighted material, trade secrets, trademarks, patents and other proprietary information owned by Company (“Intellectual Property”), one of its affiliated companies, or its licensors. This Agreement does not grant to the Member any rights to any Intellectual Property appearing on the Expert Platform or any services offered by Company. The Member may not create any derivative or similar work or technology based upon any Intellectual Property of Company, an affiliated company, or its licensors. Member may not sub-license, assign, transfer, sell or make any other commercial use of his or her membership in the Expert Platform.Company, its affiliated companies or its suppliers are the sole owners of all Intellectual Property. Except as otherwise expressly set forth or provided in this Agreement, Company, its affiliated companies or its suppliers shall retain all ownership rights in and to all Intellectual Property and content displayed on the Expert Platform, including copies of data transferred or received by Member through the Expert Platform. This section shall survive expiration or termination of this Agreement.

Limitation of Liability
MEMBER EXPRESSLY UNDERSTANDS AND AGREES THAT COMPANY, ITS AFFILIATES, AND ANY OF THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS SHALL NOT BE LIABLE TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE). MEMBER FURTHER EXPRESSLY UNDERSTANDS AND AGREES THAT: (A) COMPANY, ITS AFFILIATES AND THE FOREGOING'S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS AND AGENTS' AGGREGATE LIABILITY FOR DAMAGES ARISING WITH RESPECT TO THIS AGREEMENT AND ANY AND ALL USE OF THE EXPERT PLATFORM WILL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT OF MONEY PAID BY MEMBER TO EXPERTS THROUGH THE APPLICABLE SITE IN THE ONE MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE AND $100; AND (B) COMPANY DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY AN EXPERT IN CONNECTION WITH PAYMENT FOR SERVICES BY THE MEMBER AND MEMBER AGREES TO INDEMNIFY, DEFEND AND HOLD COMPANY HARMLESS IN CONNECTION WITH ANY SUCH CLAIM. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY REGARDLESS OF WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, IN TORT OR OTHERWISE AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY OR NEGLIGENCE.

Indemnification
Member shall defend, indemnify and hold Company, its affiliates and its and their officers, directors, employees, consultants, representatives and agents (collectively, the "Indemnified Parties") harmless from any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys' fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against an Indemnified Party related to: (a) any breach of any representation, warranty, covenant or agreement made or to be performed by Member according to this Agreement; (b) Member's refusal to pay for services provided by any Expert; (c) any content Member submits, posts or transmits through a Site and/or the Expert Platform or otherwise provided by Member; and (d) Member's use of any Site and/or the Expert Platform. This section shall survive expiration or termination of this Agreement.

Copyright Policy
Company respects the intellectual property of others, and we ask our users to do the same. Company may terminate the account or access of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information:an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;a description of the copyrighted work, including the location where the copyrighted work exists;your telephone number, and email address;a statement by you that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; anda statement by you, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.Company's Copyright Agent for Notice of claims of copyright infringement can be reached as follows:
By mail: Kato Acquisition Sub, Inc.Attn: Legal Dept.475 10th Avenue5th FloorNew York, NY 10018By email: copyright@liveperson.com

Miscellaneous
Company may provide notices or other communications to you regarding changes to this Agreement and/or changes to any aspect of the Expert Platform, by email to the email address that we have on record, by regular mail or by posting on the Site and/or the Expert Platform. The date of receipt shall be deemed the date on which such notice is given. Notices sent to Company must be delivered via express delivery or regular mail to:Kato Acquisition Sub, Inc.Attn: Legal Department475 10th Avenue, 5th FloorNew York, NY 10018You shall not assign your rights or obligations pursuant to this Agreement without the prior, written consent of Company.Nothing in this Agreement shall be construed as making either party the partner, joint venture, agent, legal representative, employer or employee of the other. Neither party shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. This Agreement shall be interpreted only in accordance with the laws of the State of New York (excluding any rules governing choice of laws), and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in New York, New York. This Agreement will be binding and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. This Agreement (and the policies referenced herein and incorporated by reference) constitutes the entire agreement between Company and Member with respect to the subject matter hereof, and Member has not relied upon any promises or representations by Company with respect to the subject matter except as set forth herein. Persons and entities who live in a territory that is prohibited by law from entering into trade relations with the United States are not permitted to use or access the Expert Platform.No amendment to this Agreement will be effective unless made in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of this Agreement will remain in full force and effect.