Last Modified: July , 2020,

This Services Agreement (this "Agreement") is a binding contract between Expert Member ("Expert”), Website Member (“Member”) (collectively, “Your” or “You”), and Ignite Expert, LLC  ("Ignite," "we," or "us"). This Agreement governs Your access to and use of the Services.

THIS AGREEMENT TAKES EFFECT WHEN AN EXPERT, EXPERT AUTHORIZED INDIVIDUAL, OR A MEMBER CREATES AN ACCOUNT ON OUR WEBSITE TO ACCESS OUR SERVICES OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY CREATING AN ACCOUNT OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. IGNITE PROVIDES SERVICES SUBJECT TO THE FOLLOWING CONDITIONS.

  1. Definitions.
    1. Appointment” means a scheduled telephone call coordinated via the Services between Member and Expert as listed on the Website.
    2. "Expert Authorized Individual" means Expert and Expert's employees, consultants, contractors, and agents (i) who are authorized by Expert to access and use the Services under the rights granted to Expert pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
    3. "Services" means the Website and functionality that connects Members of the website with Expert Authorized Individuals.
    4. "Expert Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Expert or any other Expert Authorized Individual through the Services.
    5. Expert Profile” mean, the profile designated to the expert on the Website.
    6. "Ignite IP" means the Services, and all intellectual property provided to Expert or any other Expert Authorized Individual or Member in connection with the Services. For the avoidance of doubt, Ignite IP includes Aggregated Statistics and any information, data, or other content derived from Ignite's monitoring of Expert's access to or use of the Services, but does not include Expert Data.
    7. "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.
    8. Website” means the site https://expert.ignite, application, and services that comprise the online platform through which Experts may create listing in order to offer information to Member.
  2. How Website and Services Work
    1. Provision of Access. Subject to and conditioned on Your payment of Fees and compliance with all the terms and conditions of this Agreement, Ignite hereby grants You a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for Your internal business operations by Expert or Member in accordance with the terms and conditions herein. Ignite shall provide You with the necessary passwords and access credentials to allow You to access the Services.
    2. Use Restrictions. Expert shall not, and shall not permit any Expert Authorized Individuals to, use the Services, any software component of the Services, for any purposes beyond the scope of the access granted in this Agreement. Expert shall not at any time, directly or indirectly, and shall not permit any Expert Authorized Individuals to: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Website and its content, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; or (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
    3. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Ignite may monitor Your use of the Services and collect and compile data and information related to Your use of the Services to be used by Ignite in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Ignite and You, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Ignite. You acknowledge that Ignite may compile Aggregated Statistics based on Your input into the Services. You agree that Ignite may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
    4. Reservation of Rights. Ignite reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the Ignite IP.
    5. Suspension. Notwithstanding anything to the contrary in this Agreement, Ignite may temporarily suspend Your and any other Expert Authorized Individual's access to any portion or all of the Services if: (i) Ignite reasonably determines that (A) there is a threat or attack on any of the Ignite IP; (B) Your or any other Expert Authorized Individual's use of the Ignite IP disrupts or poses a security risk to the Ignite IP or to any other customer or vendor of Ignite; (C) You or any other Expert Authorized Individual is using the Ignite IP for fraudulent or illegal activities; (D) Your Account has been inactive for more than 365 days; or (E) Ignite's provision of the Services to You or any other Expert Authorized Individual is prohibited by applicable law; (ii) any vendor of Ignite has suspended or terminated Ignite's access to or use of any third-party services or products required to enable You to access the Services; or (iii) in accordance with the Terms of Use. Ignite shall use reasonable efforts to provide written notice of any Service Suspension to You and to provide updates regarding resumption of access to the Services following any Service Suspension. Ignite will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Member or Expert or any other Expert Authorized Individual may incur as a result of a Service Suspension.
    6. No Returns of Funds and No Chargebacks. Unless otherwise stated on the Website, you agree that you are not entitled to a refund on any Member Fees for any reason. You acknowledges and agrees that Ignite will charge or debit Member designated Payment Method for the Member Fees incurred. To the extent permitted by applicable law, Members therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Member Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of the Terms of Service. If Members initiates a chargeback in violation of this Agreement, Members agrees that Ignite may dispute or appeal the chargeback and institute collection action Member Client and take such other action it deems appropriate. Members are not entitled to any refund of the fees once Member Fees have been paid.
    7. Ignite only receives the Member Fee when a Member and Expert or Expert Authorized Individual schedule and pay for Appointments through the Website. Therefore, for 24 months from the start of the first Appointment date (the “Non-Circumvention Period”), You agree to use the Website and services as Your exclusive method to request, make, and receive all payments for Appointments for work directly or indirectly with the Expert Authorized Individual or Member and not to circumvent the Member Fee or Services on the Website unless you pay a fee to take the relationship off the Website. Contact our support for more information. For avoidance of doubt, Members cannot communicate or engage Expert or the Expert Authorized Individual outside of the Website. Expert or Expert Authorized Individuals cannot communicate with Members outside of the Website or Services provided. You agree to notify Ignite, if either party suggests to you making or receiving payments other than through the Services. Violation of this section is a material breach of the Terms of Service.
    8. You agree to use the communication services available on the Site to communicate with other Members or Experts prior to Scheduling an Appointment. You agree that prior to entering into an Appointment, you (a) will use Website as the sole manner to communicate with other Members or Experts; (b) will not provide your means of direct contact information to any other Member, Expert, or another person that You identified or were identified by through the Website; (c) will not use means of direct contact of another Member to attempt to or to communicate with, solicit, contact, or find the contact information of a Member or Expert outside of Website; (d) will not ask for, provide, or attempt to identify through public means the contact information of another Member or Expert.
  3. Expert Responsibilities.
    1. Account Use. Expert are responsible and liable for all uses of the Services resulting from access provided by Expert, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Expert are responsible for all acts and omissions of Expert Authorized Individuals, and any act or omission by an Expert Authorized Individual that would constitute a breach of this Agreement if taken by Expert will be deemed a breach of this Agreement by Expert. Expert shall use reasonable efforts to make all Expert Authorized Individuals aware of this Agreement's provisions as applicable to such Expert Authorized Individual's use of the Services and shall cause Expert Authorized Individuals to comply with such provisions.
    2. Expert Data. Expert hereby grant to Ignite a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Expert Data on through, or by means of the Website and Services. Ignite does not claim any ownership rights in any such Expert Data and nothing in these Terms will be deemed to restrict any rights that Expert may have to use and Expert any such Expert Data. Expert will ensure that Expert Data and any Expert Authorized Individual's use of Expert Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. Expert are solely responsible for the development, content, operation, maintenance, and use of Expert Data.
    3. Use of Name and Likeness Rights. Expert hereby authorizes Ignite to use, reuse, his or her or Expert Authorized Individual’s name, photograph, likeness, voice, and biographical information, and any reproduction or simulation thereof, on the Expert Profile and other pages of the Website.
    4. Passwords and Access Credentials. Expert are responsible for keeping Expert passwords and access credentials associated with the Services confidential. Expert will not sell or transfer them to any other person or entity. Expert will promptly notify us about any unauthorized access to Expert’s passwords or access credentials.
  4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to You for acceptance within the Services by website link or otherwise. If You do not agree to abide by the applicable terms for any such Third-Party Products, then You should not install, access, or use such Third-Party Products.
  5. Member Fees and Payment. Members shall pay Ignite the fees as described on the Expert Profile and other locations on the Website (“Member Fees”) in accordance to the terms provided therein. Members’ Services will be cancelled in the event of non-payment of Member Fees. Payment is required before scheduling any Appointments using the Services or accessing any content on the Website.
  6. Expert Fees and Payment. Ignite will distribute a certain percentage of the Member Fees generated by Expert Profile and Appointments (“Expert Fee”). All Expert Fees and other amounts payable to Expert under this Agreement are exclusive of taxes and similar assessments. Expert is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Expert hereunder.
  7. Privacy Policy. Ignite complies with its privacy policy available at https://ignite.expert/privacy ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, You acknowledge that You have reviewed and accepted our Privacy Policy, and You consent to all actions taken by us with respect to Your information in compliance with the then-current version of our Privacy Policy.
  8. Terms of Use. You agree to be bound by Ignite’s Terms of Use available at ignite.expert/terms ("Terms of Use"), in providing the Services. The Terms of Use is subject to change as described therein. By accessing, using, and providing information to or through the Services, You acknowledge that You have reviewed and accepted our Terms of Use, and You consent to all actions taken by us with respect to Your use and access to our Website.
  9. Intellectual Property Ownership; Feedback. As between You and Ignite, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Website and Services and (b) Expert own all right, title, and interest, including all intellectual property rights, in and to Expert Data. If You or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between Expert and us governing such Feedback. All Feedback is and will be treated as non-confidential. Expert hereby assign to us on Your behalf, and shall cause Your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to Expert or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
  10. Warranty Disclaimer.
    1. Expert Warranty. Expert warrant that Expert own all right, title, and interest, including all intellectual property rights, in and to Expert Data and that both the Expert Data and Expert’s use of the Services are in compliance with the applicable law.
    2. THE SERVICES ARE PROVIDED "AS IS" AND IGNITE SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IGNITE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IGNITE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  11. Limitations of Liability. IN NO EVENT WILL IGNITE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER IGNITE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL IGNITE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO IGNITE UNDER THIS AGREEMENT IN THE TWO (2) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100, WHICHEVER IS LESS.
  12. Term and Termination.
    1. Term. The term of this Agreement begins on the Effective Date and continues until terminated.
    2. Termination. Unless both You and Ignite expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected].
    3. Effect of Termination. Upon termination of this Agreement, Your right to use the Website and Services is automatically revoked, and your Account will be suspended.   
    4. Survival. This Section 12(d), Sections 2, 3, 7, 8, 9, 10, and 11 and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or expiration.
  13. You agree to release, indemnify, and hold Ignite and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Website, Services, or violation of these Terms; (b) Expert Data; and (c) your (i) interaction with other uses on the Website, (ii) reliance on any information exchanged via the Website or Services; or (iii) publication of Expert Profile. Ignite shall have the right to control all defense and settlement activities.
  14. Modifications. You acknowledge and agree that We have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://ignite.expert/serviceterms. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.
  15. Miscellaneous. You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Expert agree that any notices, agreements, disclosures, or other communications that we send to Expert electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by Expert or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to Expert and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
  16. Governing Law and Jurisdiction All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida, in each case located in the Hillsborough or Pinellas county, You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
  17. Arbitration. At Ignite’s sole discretion, it may require You to submit any disputes arising from these Terms of Service or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Florida Law.
  18. Limitation on Time to File Claims ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  19. Waiver and Severability. No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
  20. Entire Agreement. The Terms of Use, Terms of Service, and our Privacy Policy constitute the sole and entire agreement between You and Ignite Expert, LLC regarding the Website and Services, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website.