Advisor Terms and Conditions

These Advisor Terms and Conditions (this “Agreement”) apply to all users (“you” or “Advisor”) who access and/or use the Kasamba platform (the “Site”)  as an advisor to provide online advice and services (the “Advisor Platform”).  When you register as an Advisor, you automatically become a site customer (“Member”); therefore, the Member Terms and Conditions are an integral part hereof and are incorporated herein.

What is Kasamba?

Disclaimer – For Entertainment Purposes Only

Relationship of the Parties

Privacy

Modifications to and Termination of Service

Fees

Acceptable Use

Co-Branded Websites

User name, Password and Site Registration

Use of Data

Advisor and Member Communications

International Users

Advertisements

Intellectual Property Rights

Copyright Policy

Miscellaneous

What is Kasamba?

Kasamba provides an advisor platform that allows an Advisor to present his or her expertise and sell advice or services to interested Members.  Kasmaba, via the advisor platform, enables Members to communicate directly with Advisors and for Advisors to receive payments from Members.

Disclaimer – For Entertainment Purposes Only

YOU ACKNOWLEDGE AND AGREE THAT THE SITE IS BEING PROVIDED FOR USE AS IS. THE USE OF THE SITE IS ACCORDINGLY BEING MADE AT YOUR SOLE AND ENTIRE RISK, WITHOUT WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR ACCURACY. THE SITE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION POSTED OR TRANSMITTED BY ITS MEMBERS.

If you decide to provide your services through the use of the Site, you must exercise a reasonable standard of care, at least the same as a professional advisor would in a similar transaction not conducted through the internet, or the standard of care mandated by your profession, whichever is higher. You shall not have any plea, claim or demand against the Site Provider, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents in respect of any services you provide in connection with the use of the Site. The Site Provider will not be deemed the provider or recipient of any services acquired through the Site. The sale or purchase of services is accordingly at your sole and entire risk.

Under no circumstances will the Site Provider, its affiliates, and their respective officers, directors, shareholders, employees, sub-contractors and agents be liable to any Advisor 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), however it arises, whether in action of contract, negligence or other tortious action, or arising from the services or any provision of this agreement. The Site Provider, its affiliates, their respective officers, directors, shareholders, employees, sub-contractors and agents’ aggregate liability for direct damages arising with respect to this agreement will not exceed the lesser of total amount of money paid to the Site Provider by you through the Site in the six month period prior to the date the claim arose and $100. You acknowledge and agree that the Site Provider disclaims any liability with respect to any claim, suit or action brought by a member in connection with provision of any services by you (including, without limitation, representations by you as to your qualifications and advice) through the Site.

Kasamba does not control the accuracy of any postings on or transmissions through the Advisor Platform by Members.  Kasamba also takes no responsibility for verifying the identity of any of its Members.  Therefore, you are encouraged to independently verify the details and creditworthiness of Members to whom you give or contemplate giving advice.

Relationship of the Parties

Advisors are independent contractors of Kasamba, and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee, or agency relationship between an advisor and Kasamba for any purpose. 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 in this Agreement or authorized in writing by the party to be bound.

As independent contractors, Advisors shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Kasamba to its employees. Kasamba shall not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining worker's compensation insurance on advisors’ behalf. As an independent contractor, each Advisor shall be independently and solely responsible for any income, sales and use, or other tax which Advisor may be or become obligated to pay by virtue of Advisor’s receipt of any fees or other remuneration. Advisors shall be responsible for, and shall indemnify Kasamba against all such taxes or contributions including penalties and interest.

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. 

Privacy Policy.  By accessing and/or using the Advisor Platform, you agree to the terms of Kasamba’s Privacy Policy at www.kasamba.com/lp/privacy_policy.

Permitted Disclosures.  Kasamba may disclose Advisor information, including, but not limited to, personal information, transcripts, surveys, and recordings, if Kasamba 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 Kasamba’s liability in an actual or potential lawsuit; (iii) is necessary or appropriate to protect Kasamba’s rights or property, or the rights or property of any person or entity; (iv) is necessary or appropriate to enforce this Agreement; or (v) is necessary to deter illegal behavior (including, but not limited to, fraud).

Your Information.  Kasamba may review any Advisor’s profile and amend any typing or spelling errors.  Kasamba takes no responsibility for evaluating or verifying the truthfulness or accuracy of the information contained in an Advisor’s profile; an Advisor’s credentials or qualifications; or an Advisor’s postings or transmissions.  Kasamba may, in its sole discretion, remove or refuse to post or transmit any content uploaded by an Advisor.  Each Advisor is responsible for all risks associated with uploading and transmitting material through the Advisor Platform, including its accuracy, reliability, and legality.  You hereby grant Kasamba 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 Advisor Platform.

Modifications to and Termination of Service

Kasamba may modify or discontinue, temporarily or permanently, any part of the Advisor Platform, with or without notice to Advisor without liability to Advisor or any third party.  Kasamba, in its sole discretion and for any reason, may terminate Advisor’s participation in the Advisor Platform and refuse any and all current or future use by Advisor of the Advisor Platform.  Kasamba will make reasonable efforts to invalidate your username and password within 30 days of receiving your notice.

You may terminate this Agreement at any time by sending a signed notice to Kasamba via mail to Kasamba, Inc., 13 Zarchin, Building C, PO Box 2067, Industrial Areas, Ra’anana, 43100, Israel.  Emails will not be accepted. You may deactivate your own for any desired period of time by logging in and deactivating your account.

Fees

All interactions between Advisors and Members will be billed through the Advisor Platform, regardless of whether the interaction is online or offline.  Kasamba will use reasonable efforts to process each Member’s chosen payment method for the amount agreed upon between Member and Advisor (subject to Kasamba’s fee structure below) within 7 business days of each transaction.  Kasamba’s fee structure consists of a commission fee and a connection fee for each session.  Both fees are applied after the Member has been invoiced and has paid the final session fee and is subject to the Expert Referral System defined below.

Chat sessions: 55% commission fee + $0.17/minute connection fee.

Phone sessions: 55% commission fee + $0.25/minute connection fee.

Email sessions: 55% commission fee per individual session, no connection fee.

The commission fee is deducted from the total advisor fee first, and then the connection fee is deducted from the remaining advisor fee.  Kasamba may modify the fees at any time without prior notice but will use reasonable efforts to provide advance notice.  Administrative fees may apply for additional administrative function such as cancelling checks or initiating wire transfers.

Within 30 days following the end of each month, Kasamba will deliver payment of the advisor fee as calculated above via the postal service in checks drawn from a US bank or other payment method as may be available.  You are solely responsible for reporting and paying any applicable tax or tariffs in connection with fees receivable or received from Kasamba.

Notwithstanding the above, Kasamba may withhold, in its discretion, amounts paid by Members by credit card until adequate time has passed to ensure that the payment will not be disputed or charged back or, if Kasamba reasonably believes that fraud may have occurred in connection with payment, until Kasamba is able to verify that no fraud has occurred.  If a Member has not paid or has later charged back payment, no advisor fee will be paid to you for that transaction and if payment had already been made to you, you are required to prepay this amount immediately to Kasamba, and Kasamba may deduct this amount from your account or from future payments.  If you simultaneously participate as a Member, Kasamba may transfer or set off payments from your pending earnings as an Advisor to your outstanding balance as a Member.

Commission fees are reduced for certain sessions and individuals you refer to the site (the “Expert Referral System”).  Click here to learn more about Kasamba’s Expert Referral System.  The Expert Referral System does not apply to the mobile version of the Advisor Platform.  Commission fees will not apply to any advice or information given for free in accordance with this Agreement. 

Kasamba’s billing system is not error-free, and Kasamba shall not be liable for any miscalculations or malfunctions in processing payments.  If you think a mistake has occurred, you must submit a complaint to Kasamba’s service department here within 90 days of any such payment. You hereby agree that any disputes raised after 90 days of a payment will not be valid and will not be considered by Kasamba.

Acceptable Use

By accessing and/or using the Advisor Platform, you represent, warrant, and agree to the following:

Co-Branded Websites and Links

The Site may contain links to Websites operated by third parties. The Site Provider has no control over such sites and the information provided in them. You acknowledge and agree that the Site Provider is not responsible for the availability of such third party Websites and will not be responsible or liable for any content, advertising, products, privacy policy or other materials contained therein. You warrant and agree that the Site Provider will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, products or services available on or through any third party Websites.

User Name, Password and Site Registration

When you create and open an account with the Site, you will be asked to provide a user name and password. You are entirely responsible for maintaining the confidentiality of your password and user name and any other security information related to your account. You will be fully responsible for all activities that occur under your account, user name or password. The Site Provider will not be liable for any loss that you incur as a result of any breach of your account, either with or without your knowledge. You may be held liable for any losses incurred by the Site Provider due to someone else’s use of your account or password

Any information or content that you post or transmit through the Site will not be considered your confidential information. You grant the Site Provider an unlimited, irrevocable, royalty-free license to use, reproduce, display, edit, copy, transmit, process, control, publicly perform and create derivative works, communicate to the public or any third party any such information and content on a world-wide basis. In addition, the Site Provider may disclose your information in accordance with the “Use of Data” section below.

Use of Data

The Site Provider may disclose your information, including but not limited to personal information, transcripts, surveys, and recordings, if the Site Provider reasonably believes that disclosure (i) is necessary in order 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 the Site Provider’s liability in an actual or potential lawsuit, (iii) is necessary or appropriate to protect the Site Provider’s rights or property, or the rights or property of any person or entity, (iv) is necessary or appropriate to enforce this Agreement or (v) is required or necessary to deter illegal behavior (including, but not limited to, fraud).

The Site and the Site Provider may use the details of transactions executed through the Site for promotional and informational purposes and publish their details on the Site, provided that such publication will not identify the Advisor or Member in any means other than their Screen Name.

The Site Provider may, in its discretion, create co-branded Websites with its partners. In such case, the Advisor listings may appear in the co-branded site, but the Site Provider will not transfer any personally identifiable information about the Advisor to the other Website without receiving the Advisor’s prior consent. The co-branded sites are maintained on servers maintained and controlled by the Site Provider. The Site Provider may record the website from which a visitor has linked to the Site. If a visitor registers to become a Member and/or an Advisor, the Site Provider may track the partner's name, in order to further the relationships the Site Provider has with its partners.

Advisor and Member Communications

The Site Provider is not responsible for screening or editing the content of communications between Advisors and Members, but the Site Provider may screen, copy, transmit and review all communications conducted by or through the Site for technical support and/or in order to uphold the terms of this Agreement.  All communications between Advisors and Members are NOT encrypted and thus may be subject to unauthorized interception and monitoring.

The Site has a Public Board available to its Advisors and Members. The Public Board allows Members to post questions or request services that can be viewed by all Advisors. Requests may be posted anonymously. A Member can designate the length of time they wish to have their question remain "in view" on the public board. All such postings are public until a Member enters into a personal negotiation with an Advisor. E-mail and chat transcripts between Members and Advisors are stored on the Site servers and are available for review by Advisors and Members. You acknowledge and agree that because Members may retain transcripts, recordings, and other communications with Advisors as part of their purchase of services from Advisors, that you do not have the right to delete such communications or the information contained within such communications. The Site denotes to its users which communications are visible to the public and those that are visible to specific, individual users only.

International Users

If you access the Site from a location outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction regarding online conduct and acceptable content.

Advertisements

The Site Provider may include in the Site advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals. By clicking on the advertisements, the Advisor may be shifted to a Website of the advertiser or receive other messages, information or offers from the advertiser. You acknowledge and agree that the Site Provider is not liable for the practices of advertisers or the content of their Websites, information, messages or offers.

Intellectual Property Rights

The Site contains copyrighted material, trade secrets and proprietary information owned by the Site Provider, in particular the copyright, trademarks, database and patents, in the Site and in any software, application, graphics, text and other materials used therein, The Site Provider grants you a nonexclusive, revocable right to use the Site provided that you do not copy, modify, create a derivative work of, reverse engineer, disassemble or otherwise attempt to discover any source code, or breach this Agreement.

This Agreement does not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), domain names or any other rights, functions or licenses in respect of the Site. You may not create derivative software based upon any trade secret, intellectual property or proprietary information of the Site or the Site Provider. Furthermore, you may not sub-license, assign or transfer, sell or make any other commercial use of your membership in the Site.

You may not adapt or use any trademark or trade name, domain name similar to or likely to be confused with that of the Site Provider or the Site, or take any other action which infringes or impairs the Site Provider’s trademark rights.

Copyright Policy

The Site respects the intellectual property of others, and we ask our users to do the same.  The Site 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:

The Site’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows:

By mail: Copyright Agent

Kasamba Inc. Legal Department

475 10th Avenue

5th Floor

New York, NY 10018

By phone: +1 917 591-3027

By fax: +1 917 591-3027

By email: copyright@liveperson.com

Indemnification

Advisor shall defend, indemnify and hold the Site, 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 Advisor according to this Agreement; (b) any content Advisor submits, posts or transmits through a Site and/or the Advisor Platform or otherwise provided by Advisor; and (d) Advisor’s use of any Site and/or the Advisor Platform. This section shall survive expiration or termination of this Agreement.

Miscellaneous

The Site may provide notices or other communications to you regarding changes to this Agreement and/or changes to any aspect of the Advisor Platform or Sites, by email to the email address that we have on record, by regular mail or by posting on the Site and/or the Advisor Platform. The date of receipt shall be deemed the date on which such notice is given. Notices sent to The Site must be delivered via express delivery or regular mail to:

Kasamba Inc.

Attn: Legal Department

475 10th Avenue, 5th Floor

New York, NY 10018

You shall not assign your rights or obligations pursuant to this Agreement without the prior, written consent of Company.

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 Advisor Platform or the Sites.

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.

The Site Provider may change this Agreement by posting modifications on the Site. Unless otherwise specified by the Site Provider, all modifications shall be effective upon posting. Therefore, you are encouraged to check the terms of this Agreement frequently. By using the Site after the changes become effective, you agree to be bound by such changes to the Agreement. If you do not agree to the changes, you may terminate this Agreement as set forth above.