Terms of Use

1. INTRODUCTION AND ACCEPTANCE

Professiony, Inc. and its affiliates (collectively, "we," "us," "our," or "Company") offer you access to its interactive online websites, applications, and services. These Terms of Use, together with our Privacy Policy and any additional terms which might apply to certain products or services, govern your use of our websites (the "Website(s)") or any of our mobile widgets, services, or other applications ("Applications") (together, our "Services").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR SERVICES. BY USING ANY OF OUR SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ACCEPT AND ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN “AMENDMENT; ADDITIONAL TERMS” SECTION BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE OUR SERVICES. USE OF THE SERVICES SHALL BE DEEMED AS ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.

2. DESCRIPTION OF SERVICES

(2.1) The Services. We provide an online marketplace platform that connects individuals seeking mock interviews and career advice with independent professionals willing to provide such services.

(2.2) Applicability. These Terms of Use apply to all users of the Services, including: (i) "Clients": users who seek advice, book sessions, connect, or engage in other interactions with Professionals through the Services ("Sessions"); and (ii) "Professionals": users who list their services, background, or availability on or through the Services to engage in Sessions.

(2.3) Platform Role. You acknowledge and agree that Company acts solely as a facilitator of Sessions between Clients and Professionals. We do not employ the Professionals, nor do we direct or control their advice, schedules, or the substance of their Sessions. We are NOT a provider of career counseling, headhunting, recruitment, or any related services.

3. INTELLECTUAL PROPERTY

(3.1) Service Content. Our Services and associated content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features included with or available through our Services and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in our Services are owned by us, our licensors, our affiliates and/or identified third parties (collectively, the “Service Content”). Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

(3.2) Third-Parties. The Service may display the names or logos of third-party employers (e.g., “Goldman Sachs” and “Apple”) solely for descriptive purposes to identify a Professional’s employment history. Such use does not imply any affiliation, endorsement, or sponsorship of the Services or Professionals by those third-party companies.

4. ACCESS AND USE

(4.1) Marketplace Model & License. We operate a marketplace that connects Clients with Professionals. While we may offer certain portions of our Services at no charge (e.g., browsing profiles), access to specific features, such as Sessions, requires payment. In all instances, our Services are not being sold to you; rather, you are being granted a limited license to use our Services subject to these Terms of Use. We reserve the right to implement other fee models, such as subscription plans, at any time. We are not responsible for the actual substance, quality, accuracy, or results of the connections made or advice given through the Services. All interactions between Clients and Professionals are conducted at your own risk.

(4.2) Pricing Set by Professionals. Professionals are solely responsible for setting their own rates for Sessions ("Session Fees"). We do not control the specific fees charged by Professionals, though we may impose minimum or maximum pricing limits for Sessions on or through the Services.

(4.3) Payment Processing & Remittance. Payments for Sessions are processed by our third-party payment processors (currently specifically Stripe for incoming payments and Stripe Connect for payouts to Professionals) ("Payment Processor").

(4.4) Cancellations. Unless we otherwise permit, as determined in our sole discretion, cancellations made less than 4 hours before a Session are non-refundable.

(4.5) Timing of Payment. For Clients, payment is generally processed upon booking request. You authorize the applicable Payment Processor to charge your selected payment method immediately upon booking request. If a Professional declines a request or the request expires, Client will be fully refunded.

(4.6) General Payment Terms. We do not collect or store your full payment card details, and we are not responsible for any errors, acts, or omissions of our Payment Processors. Information provided and payments processed through the Payment Processor are subject to that Payment Processors’ terms and conditions and privacy policy. You are responsible for ensuring that your payment information is current and accurate. If a payment is declined or your payment method expires, we may suspend or terminate your access to the Services until payment is successfully processed.

(4.7) Disputes. In the event of a payment dispute, including chargebacks, you agree to first contact us to attempt to resolve the issue before disputing a charge with your payment provider. We reserve the right to dispute any chargeback that we believe is improper and to recover any associated costs. When it comes to payments, our role is limited to facilitating payments through the Payment Processors; we are not a bank, merchant of record, money transmitter, or payment processor.

(4.8) Allocation of Transaction and Dispute Costs. Notwithstanding any other provision of these Terms of Use, you acknowledge that our Payment Processor retains original processing fees on most transactions (including refunds). To maintain the integrity of the marketplace, the responsibility for these non-refundable costs/charges is allocated based on the root cause of the transaction reversal as determined in our sole discretion:

(4.9) Right to Change Fees or Other Charges. We reserve the right to change our Platform Fee, introduce new fees (such as monthly subscription fees for Professionals), or pass through specific transaction costs (such as third-party payment processing charges or administrative fees) at any time. Any such changes or new fees will be disclosed to you prior to the applicable booking or billing cycle. Your continued use of the Services after such fee changes constitutes your agreement to pay the modified amounts.

(4.10) Third-Party Services/Terms. In addition to Payment Processors, the Services utilize various services or tools provided by third parties (“Third-Party Services”). We are not responsible for the functionality of these Third-Party Services. Your use of these Third-Party Services may require your agreement to additional terms and conditions (including privacy policies) of the provider of the Third-Party Service. Without limiting the foregoing:

(4.11) Our Services are provided for use by you for your individual use only. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use or as we may otherwise permit, you may not use, reproduce, duplicate, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. In certain instances, we may suggest, ask, or otherwise permit you to download, install or print Service Content. In such a case, you may do so only in the manner authorized and for your non-commercial use only. You acknowledge that you do not acquire any ownership rights by downloading, installing, or printing Service Content.

(4.12) Any software that is made available to view and/or download in connection with our Websites is owned or controlled by us and/or licensors, affiliates and suppliers and is protected by copyright laws and international treaty provisions. Your use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software. We accept no responsibility or liability in connection with any software owned or controlled by third parties.

(4.13) To the extent that our Website, Application, or other Services contain links to outside services and resources, we do not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to that particular service or resource.

(4.14) Recording Sessions. You acknowledge and agree that Company may record audio and video Sessions for the purposes of quality assurance, safety, dispute resolution, and platform improvement. By initiating or participating in a Session, you expressly consent to such recording and storage. You agree that you will not record any Session (audio or video) using external software or devices without the express verbal consent of all other participants in the Session.

(4.15) Acceptable Use/Restrictions. Furthermore, except as expressly permitted in these Terms of Use, you may not:

(4.16) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

(4.17) You understand and agree that your use of the Services and/or Service Content while operating a motor vehicle (or during any other activity that requires your attention) may be distracting, dangerous, or prohibited by law. You are solely responsible for your exercising good judgment, acting in a safe and responsible manner, and obeying all laws and regulations at all times. You understand that failing to pay full attention in the operation of a vehicle or in other activities may cause an accident, damage, injury, death, or other serious consequences. You assume sole responsibility for your use of the Services and Service Content.

5. USER REGISTRATION & PROMOTIONAL MESSAGES

(5.1) In order to access or use some features of our Services, you may have to become a registered user. If you are under the age of eighteen (18), then you are not permitted to use the Services, register as a user, sign up for any promotional messages, or otherwise provide us with any personal information.

(5.2) If you become a registered user, you will provide true, accurate, and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you may create a username and password (a “Membership”). You are solely responsible for safeguarding and maintaining the confidentiality of your Membership. You are solely responsible for the activity that occurs under your Membership, whether or not you have authorized the activity. You agree to contact us by clicking the “Contact Support” link on our Website immediately if you become aware of any breach of security or unauthorized use of your Membership.

(5.3) Verification. We reserve the right, but do not have the obligation, to use third-party services to verify the education, employment history, or identity of Professionals. You authorize us to conduct such inquiries. However, you acknowledge that professional status can change immediately (e.g., termination of a Professional’s employment).

(5.4) Representations by Professionals. If you register as a Professional, you represent and warrant that your use of the Services, including providing advice, mock interviews, or otherwise engaging in Sessions, does not violate any agreement with third parties. You agree not to disclose any trade secrets, proprietary information, or confidential practices of any third parties during any Session. You acknowledge that you are participating in the Services in your individual capacity and not as a representative or spokesperson for any third party.

(5.5) Promotional Messages. Our Services may include sending you promotional e-mails/newsletters and/or text/SMS messages. These are typically recurring message programs that, upon registration, results in messages being automatically sent to you until you unsubscribe via any of our disclosed methods. To receive any of these communications from us, you will be required to register and provide certain information about you (e.g., full name, e-mail address, mobile number, etc.). Our use of the information you provide is governed by our Privacy Policy.

6. USER CONTENT

(6.1) We may now or in the future permit users to post, upload, transmit through, or otherwise make available through our Services messages, text, illustrations, data, files, images, graphics, photos, comments, sounds, music, videos, information, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title and interest in your User Content.

(6.2) We do not guarantee any confidentiality with respect to User Content even if it is not published through our Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.

(6.3) Notwithstanding the above, at our discretion, we may provide certain features which allow you to keep certain User Content in your account (e.g., data, questions, outlines, or scripts) without making such content available to others (“Your Materials”). In such instances, we will disclose to you how we will maintain or treat Your Materials and by submitting Your Materials, you agree to such terms.

(6.4) You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit.

(6.5) You represent, warrant, and covenant that you will not submit any User Content that:

(6.6) Except to the extent we otherwise provide with respect to Your Materials, by submitting User Content to us, simultaneously with such posting you automatically grant, represent or warrant that the owner has expressly granted to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our affiliates, licensees, assignees, successors, parents, subsidiaries, and their related companies. We may exercise this grant in any format, media or technology now known or later developed for the full term of any copyright that may exist in such User Content. Furthermore, you also grant other users permission to access your User Content and to use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, transmit, and publish your User Content for personal, non-commercial use as permitted by the functionality of our Services and these Terms of Use. Notwithstanding the foregoing, you waive any and all claims you (or any copyright holder) may now or later have in any jurisdiction to so-called “moral rights” or rights of “droit moral” with respect to the User Content.

(6.7) By submitting User Content, you also grant us the worldwide, perpetual, irrevocable, fully sublicensable, and transferable right, but not the obligation, to use any and all names, identities, titles, likenesses, distinctive appearances, physical likenesses, images, portraits, pictures, photographs (whether still or moving), screen personas, voices, vocal styles, statements, gestures, mannerisms, personalities, performance characteristics, biographical data, signatures, and any other indicia or imitations of identity or likeness listed, provided, referenced, or otherwise contained in the User Content (all attributes, collectively, per person, a “Persona”), including, without limitation, your name and geographical location (e.g., “Leena M. – Westwood, CA”), for purposes of advertising and trade, in any format, medium, or technology now known or later developed without further notice, approval, or compensation, unless prohibited by law. Our use of your Persona will be consistent with the terms of our Privacy Policy, where it is applicable.

(6.8) If you submit unsolicited ideas of any kind, including without limitation, creative content, ideas, suggestions relating to new or improved products, enhancements, names or technologies, advertising, and marketing campaigns, plans or other promotions (“Unsolicited Materials”), you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:

(6.9) Notwithstanding the generality of the foregoing, we reserve the right to display advertisements in connection with your User Content and to use your User Content (subject to any terms related to Your Materials) for advertising, marketing, promotional, and other commercial purposes. You acknowledge and agree that your User Content may be included on the websites and advertising networks of our distribution partners, marketing partners, accounts, and third-party service providers (including their downstream users).

(6.10) We have the right, but not the obligation, to monitor User Content. We have the right in our sole discretion and for any reason whatsoever to edit, refuse to post, remove, or disable access to any User Content.

7. SERVICE CONTENT & THIRD-PARTY LINKS

(7.1) We provide our Services including, without limitation, Service Content for personal, educational, and/or promotional purposes only. You may not rely on any information and opinions expressed through any of our Services for any other purpose. In all instances, it is your responsibility to evaluate the accuracy, timeliness, completeness, or usefulness of any Service Content. Under no circumstances will we be liable for any loss or damage caused by your reliance on any Service Content.

(7.2) No Responsibility for Professional Advice/No Guarantee of Career Outcomes. THE ADVICE, FEEDBACK, AND INFORMATION PROVIDED BY PROFESSIONALS ON THE PLATFORM IS FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. COMPANY DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION, NOR DOES COMPANY ENDORSE ANY PROFESSIONAL. IT IS NOT LEGAL, FINANCIAL, OR MEDICAL ADVICE. FURTHERMORE, ANY TEMPLATES, DATA, OR “LOOK UP” TOOLS PROVIDED BY THE SERVICES ARE FOR EDUCATIONAL PURPOSES ONLY AND ARE NOT GUARANTEED TO BE ACCURATE OR REFLECTIVE OF CURRENT HIRING PRACTICES. YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SERVICES DOES NOT GUARANTEE ANY SPECIFIC CAREER OUTCOME, JOB OFFER, INTERVIEW, OR PROMOTION. WE DO NOT GUARANTEE THAT ANY PROFESSIONAL IS CURRENTLY EMPLOYED AT THE COMPANY LISTED ON THEIR PROFILE AT THE EXACT MOMENT OF YOUR SESSION, AS EMPLOYMENT STATUS CAN CHANGE RAPIDLY.

(7.3) In many instances, Service Content will include content posted by a third party or will represent the opinions and judgments of a third party. We do not endorse, warrant and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement offered through our Services by anyone other than our authorized employees or spokespersons while acting in their official capacities.

(7.4) Our Services may link or contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third party or their website.

8. INDEMNIFICATION

(8.1) You agree to defend, indemnify and hold harmless Company, our officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies (collectively, the “Company Parties”) from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorney’s fees and costs) arising out of, related to, or that may arise in connection with: (i) your use of our Services; (ii) User Content provided by you or through use of your Membership; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; (v) your acts or omissions; or (vi) any claim by any third party alleging that your use of the Services violates any confidentiality, restrictive covenant, or other agreement or obligation. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

(8.2) If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless, defend, and indemnify the Company Parties from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorney’s fees.

9. DISCLAIMER OF WARRANTIES & ASSUMPTION OF RISKS.

(9.1) YOU EXPRESSLY AGREE THAT USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

(9.2) WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY PARTIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (I) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATION CONTENT OF OUR SERVICES OR SERVICE CONTENT; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH, ADVERTISED OR ACCESSED THROUGH OUR SERVICES, INCLUDING THOSE PROVIDED BY INDEPENDENT PROFESSIONALS, WHO ARE OPERATED INDEPENDENTLY FROM US, AND OVER WHOM WE EXERCISE NO CONTROL; (V) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES; (VI) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; (VII) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED; AND (VIII) WARRANTIES REGARDING THE SUITABILITY, ACCURACY, OR OUTCOME OF ANY CAREER ADVICE, MOCK INTERVIEW, OR NETWORKING SESSION.

(9.3) YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES INHERENTLY INVOLVES CERTAIN RISKS, INCLUDING BUT NOT LIMITED TO THE RISK OF RELYING ON ADVICE THAT DOES NOT LEAD TO EMPLOYMENT. BY ACCESSING OR USING THE SERVICES, YOU VOLUNTARILY ASSUME ALL SUCH RISKS, WHETHER KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, AND YOU AGREE THAT THE COMPANY PARTIES SHALL NOT BE LIABLE FOR ANY INJURY, LOSS, OR DAMAGE ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

10. LIMITATION ON LIABILITY

(10.1) UNDER NO CIRCUMSTANCES SHALL ANY OF THE COMPANY PARTIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH OUR SERVICES OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR SERVICES INCLUDING, WITHOUT LIMITATION, SERVICE CONTENT, IS TO STOP USING OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF GOODS RECEIVED OR ADVERTISED IN CONNECTION WITH OUR SERVICES OR ANY LINKS PLACED IN OUR SERVICES. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY CONTENT POSTED BY A THIRD PARTY, CONDUCT OF A THIRD PARTY USING OUR SERVICES, OR USE OR OTHER ACTIVITIES WITH ANY PROFESSIONAL OR THIRD-PARTY SERVICE PROVIDER (SUCH AS STRIPE OR DAILY.CO)

(10.2) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF ALL THE COMPANY PARTIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY US DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, OR RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(10.3) These limitations shall apply to the fullest extent permitted by law. In some jurisdictions limitations of liability are not permitted; in such jurisdictions, some of the foregoing limitations may not apply to you.

11. TERMINATION

(11.1) We reserve the right in our sole discretion and at any time to terminate or suspend your Membership and/or block your use of our Services for any reason or no reason including, without limitation, if you have failed to comply with the letter and spirit of these Terms of Use. You agree that we are not liable to you or any third party for any termination or suspension of your Membership or for blocking your use of our Services.

(11.2) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use (which by their nature should survive the suspension or termination of your Membership or these Terms of Use) shall survive including, but not limited to, the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, and all of the provisions under “Miscellaneous” below.

12. COPYRIGHT POLICY

(12.1) We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may terminate and/or disable the Membership of users suspected to be infringing the copyrights (or other intellectual property rights) of others. Additionally, in appropriate circumstances and in our sole discretion, we may remove or disable access to material on any of our Websites or hosted on our systems that may be infringing or the subject of infringing activity.

(12.2) In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claims infringement (the “Designated Agent”). Our Designated Agent is:

(12.3) If you are a copyright owner (or authorized to act on behalf of the copyright owner) and believe that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes substantially the following information:

We will investigate notices of copyright infringement and take appropriate actions under the DMCA. Inquiries that do not follow this procedure may not receive a response.

13. CHOICE OF LAW; JURISDICTION AND VENUE

These Terms of Use shall be construed in accordance with the laws of the State of New York without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with our Services or these Terms of Use shall be subject to Mandatory Arbitration as set forth in the “Dispute Resolution & Mandatory Arbitration” below.

14. DISPUTE RESOLUTION & MANDATORY ARBITRATION

(14.1) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information, and the proposed resolution. You agree to contact us with disputes by contacting us at support@professiony.com. We will contact you based on the contact information you have provided us.

(14.2) If, after thirty (30) days, the parties are unable to resolve any dispute raised under the previous provision, the dispute may only be submitted to binding arbitration consistent with this section. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but they instead choose to have any disputes resolved through binding arbitration.

(14.3) We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, affiliate, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its applicable rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from AAA directly. The arbitration shall take place at a location mutually agreed to by the parties or, if no such agreement is reached, as determined by AAA. Any such arbitration hearing shall be heard by a single arbitrator that is a former judge or a commercial litigator with at least twenty years of experience (the “Arbitrator”). All issues of arbitrability will be decided exclusively by the Arbitrator. Any award by the Arbitrator may be entered as a judgment in any court having jurisdiction. To the extent any action or proceeding is brought in aid of arbitration, including without limitation, seeking interim or injunctive relief, such action should be brought exclusively in the Supreme Court of the State of New York, County of Nassau, Commercial Division, or if such court does not have jurisdiction, solely in the United States District Court, the Eastern District of New York.

(14.4) We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.

(14.5) Notwithstanding the above, either of us may bring qualifying claims in small claims court. Furthermore, as set forth below, whether in connection with an arbitration or permitted court action, we each agree that any dispute will be solely between you and us, not as part of a class-wide claim (i.e., not brought on behalf of or together with another individual’s claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate does not apply and the class-wide dispute must be brought in court.

15. NO CLASS ACTIONS

TO THE FULLEST EXTENT PERMITTED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASS-WIDE BASIS; THAT IS, EITHER TO JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE, IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING. THE ARBITRATOR OR COURT MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON OR ENTITY, NOR MAY THE ARBITRATOR OR COURT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. ANY RELIEF AWARDED SHALL BE LIMITED TO THE INDIVIDUAL PARTIES TO THE ARBITRATION OR PROCEEDING.

16. NO TRIAL BY JURY

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

17. AMENDMENT; ADDITIONAL TERMS

(17.1) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of our Services or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of our Services generally, unique aspects of our Services, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.

(17.2) Modifications to these Terms of Use or Additional Terms will be effective immediately upon posting on the Website. It is your responsibility to review the Terms of Use from time to time for any changes or Additional Terms. Your access and use of our Services following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Use or to any Additional Terms, immediately discontinue use of our Services and, if applicable, terminate your Membership.

18. MISCELLANEOUS

(18.1) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

(18.2) Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. So, for example, if a provision in these terms is found to be unenforceable, we agree an arbitrator (or, if permitted, a court) shall only strike that provision and that the remaining terms of these Terms of Use shall remain in full force and effect.

(18.3) Where we have provided you with a translation of the English language version of these Terms of Use, our Privacy Policy, or Additional Terms, you agree that the translation is provided for your convenience only and that the English version governs your relationship with us. The English language version takes precedence if there is any contradiction between the English and translated versions.

(18.4) These Terms of Use (including the Privacy Policy and any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter.

(18.5) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice.