6YA EXPERT AGREEMENT

Last Updated: March 15, 2019

Welcome to 6ya! You’re reading our 6ya Expert Agreement (the "Agreement"), an agreement between you and 6ya Inc. (“6ya”), for your use of our services as an Expert (as defined below), which are accessible via our website at www.6ya.com (the “Site”) and mobile app (“App”). To make this Agreement easier to read, the Site, App and services we provide are together called “Services”.

You’ll notice that some words appear in quotes in this Agreement. They’re called “defined terms,” and we use them so we don’t have to repeat the same language over and over again, and to make sure that this Agreement is consistent. We’ve included the defined terms throughout to make this Agreement easier for you to read.

1.                    Agreement to 6ya Expert Agreement. By using our Services, you agree to be bound by this Agreement. If you don’t agree to be bound by this Agreement, do not use the Services.

2.                    Changes to this Agreement or the Services. We might change this Agreement from time to time, but we’ll notify you when we make any changes. The changes become effective when the revised Agreement posted (check the date at the top of this page) unless we tell you otherwise. If you continue to use the Services after we’ve told you about any changes, that means that you have accepted the revised Agreement. We’re always striving to make the Services better and because they are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our discretion. For example, we might stop providing a feature that our users don’t like or use very often.

ARBITRATION NOTICE: WHEN YOU AGREE TO THIS AGREEMENT YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND 6YA THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 24 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).

3.                    Privacy Policy. For information about how we collect, use and share your information when you use the Services, please see our Privacy Policy at  https://www.6ya.com/privacy . You acknowledge and agree that your use of the Services is subject to our Privacy Policy.

4.                    How Our Services Work.

(a)                Direct-to-Expert Calls. Our Services enable users seeking advice or assistance (each an “End User”) to consult with an expert (an “Expert”). “Expert Services” are any services Experts provide in connection with Direct-to-Expert Calls or Service Calls (as defined below), such as providing advice or recommendations to End Users. Experts may have expertise in a service category like auto-repairs or information technology support, or have experience in an industry like design or fashion. Some Experts are influencers or creators who may offer advice and guidance related to their areas of interest. Some Experts specialize in helping End Users to answer a question, evaluate a problem, or give advice and recommendations about repairs related to a third-party product or service (each a “ Third-Party Product ”). As an Expert you have the opportunity to create a profile page and provide information about you and the services you provide. For example, by visiting your profile page, End Users can read about your experience and background, view your availability, and submit a request to connect with you as an Expert through the App or by phone for a “Direct-to-Expert Call.” Anyone that registers and creates an Account (as further described in Section 5) can provide their Expert Services to End Users via a Direct-to-Expert Calls. A limited pre-selected group of Experts may use the Services to provide Expert Services via Service Calls (as defined below), however these Experts must be interviewed and approved by 6ya. Please see Section 4(c) for further information about this feature of the Services.

(b)                Receiving Requests. When you indicate that you are available via the Services, you may receive requests for Direct-to-Expert Calls, and Service Calls (subject to Section 4(c)). You can accept as many requests as you like—there are no minimum or maximum requirements for how many requests you accept—your availability is at your discretion. 6ya makes no guarantee to you with respect to how many call requests may be routed to you or how many Direct-to-Expert Calls or Service Calls you may complete, and consequently there is no guarantee that you will receive any Payments (as defined below).

(c)                 Service Calls. 6ya also has a network of pre-selected Experts who are designated via the Services to answer requests for assistance in a specific service category. End Users can make a request via our Services to be connected to an available Expert in a specific service category for a “Service Call”. For Services Calls the End User does not choose the Expert to whom they are connected – the End User merely indicates the service category in which they require assistance. When an End User makes a Service Call request via the Services, the End User is connected to an available Expert through the App or by phone call. As an Expert before you are eligible to receive Service Calls and participate in this limited program, you must be interviewed and approved by 6ya. We may require that you provide certain information about your qualifications and expertise in a specific service category by email or other means, and you will be required to participate in an interview with a 6ya team member. You authorize 6ya, directly or through third parties, to make any inquiries we consider necessary or appropriate to very your Account information. If you are approved by 6ya to provide Service Calls your Account will be activated within a reasonable time after you receive notice from 6ya of your acceptance into this program.

(d)                6ya Is a Platform. 6ya is a technology services and platform provider, and our Services are limited to facilitating connections between End Users and Experts. 6ya does not offer repair services for Third Party Products or otherwise, and we do not participate in or provide the Expert Services. Experts are not 6ya employees or agents. 6ya is not responsible for (i) verifying or authenticating an Expert’s credentials, expertise, or background, or (ii) the quality, content, Expert advice, information provided by End Users, or any other conduct, act or omission of an Expert or End User in connection with the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of an End User will be against that End User, and you agree not to attempt to impose liability on 6ya, or seek any legal remedy from 6ya with respect to such actions or omissions. You acknowledge that the Services are not designed, intended or authorized to facilitate the use of hazardous materials or engagement in hazardous activities (including without limitation those that could lead to death, personal injury or environmental damage). If the advice or information you are requested to provide in connection with your Expert Services involves hazardous materials or activities, you will not use the Services to provide such input or information.

5.                    Becoming an Expert

(a)                Eligibility. You may only use the Services if you are at least 18 years old and capable of forming a binding contract with 6ya, and are not barred from using the Services under applicable law.

(b)                Registration and Your Information. You’ll have to create an account to use certain features of the Services (“Account”). You can do this via the Site or through your account with certain third-party social networking services such as Facebook (each, an “SNS Account”). If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.When you create an Account, you will also create a profile page where you can provide information about your experience and qualifications. Our Services will generate a link to your profile page that you can share on third-party services, including on social media channels. Your profile page will also be visible to End Users via our Services.

(c)                 Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.

6.                    Feedback. We welcome your suggestions, comments or other feedback about the Services (“ Feedback ”). Feedback helps us to improve the Services to make them better and easier for you to use. You can submit Feedback by emailing us at support@6ya.com . You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

7.                    Your Representations and Warranties. By using our Services as an Expert, you represent and warrant that:

        You will perform the Expert Services yourself and reflect any and all representations you make via your profile page and service description;

        You will perform the Expert Services in a professional manner, using your best judgment;

        Any information about your qualifications, background or expertise that you provide to us, to End Users or otherwise via the Service is accurate and truthful, and you will not make any statement to an End User or publicly that is untrue or misleading about any of the foregoing;

        Your performance of Expert Services will not infringe, misappropriate or violate any intellectual property rights, rights of privacy, rights of publicity, or other rights of any third party;

        You will hold any information you receive from an End User in strict confidence;

        You will not disparage 6ya or any Third-Party Products;

        You will not represent to End Users or other third parties that you are an employee or agent of 6ya; and

        Your performance of Expert Services will comply with all applicable laws.

8.                    Ratings. You understand and agree that 6ya reserves the right to suspend or terminate your access to and use of the Services if you receive repeated negative ratings from End Users. If you are authorized to accept Service Calls, negative ratings from End Users may affect the timing and number of requests for Service Calls that you receive.

9.                    Confidential Information.Confidential Information ” means any information or data supplied by 6ya in confidence to you. Confidential Information includes all information that is marked as confidential or that a reasonable person should consider confidential in the context of its disclosure or due to the nature of the information itself. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement; (ii) is rightfully known by you at the time of disclosure without restrictions on use or disclosure; (iii) is independently developed by you without use of 6ya’s Confidential Information; or (iv) is rightfully received by you from a third party, who has the right to provide such information and who provides it without restrictions on use or disclosure. You will not use any Confidential Information except as necessary for the performance of the Expert Services, and you will take all reasonable steps to ensure that Confidential Information is not disclosed or distributed in violation of this Agreement.

10.                You Are Not a 6ya Employee. Neither this Agreement, nor any registration for or use of our Services will be construed as creating or implying any relationship of agency, franchise, partnership, joint venture or employer-employee between you and 6ya. Experts are not employees, agents, or contractors of 6ya, and 6ya is not responsible for any tax or withholding with respect to Expert Services, including, but not limited to, workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, any other employee wage benefits, or employer’s liability, social security or payroll withholding tax. 6ya does not supervise, direct, or control how you work or participate in Calls. We are not responsible for any expenses you incur in using our Services or providing Expert Services, such as office space, supplies, Internet connection, technology devices, and mobile telephones (including cellular calling and data plans).

11.                Compensation.    As an Expert you may be eligible to receive payment for any Direct-to-Expert Call or Service Call between you and End User which last one minute or longer, as further described below. No amounts will accrue to your Account, and no Payments will be made to you for a Direct-to-Expert Call or Service Call which is less than one minute in duration.

Please see our FAQs [or click here ] for the current applicable rates and fee amounts (e.g., platform and processing fees) that will be charged and/or deducted from eligible “Payments” and “Tips” which may accrue as a result the provision of Expert Services by you. In addition, the following terms and conditions apply to any potential compensation you may receive as an Expert on 6ya:

(a)                Direct-to-Expert Call Payments. You may set your own rate for completed Direct-to-Expert Calls. We will charge a platform fee for each Direct-to-Expert Call you accept and complete via the Services (a “Platform Fee”). Any amounts paid to you for Direct-to-Expert Calls, minus the Platform Fee, are “ Direct-to-Expert Call Payments ”. You will only receive a Direct-to-Expert Call Payment for Direct-to-Expert Calls that last one minute or longer. You hereby appoint 6ya as your limited agent solely for the purpose of collecting payments made by End Users for Direct-to-Expert Calls you perform.

(b)                Service Call Payments. For each Service Call you perform that lasts one minute or longer, you will be paid at the current rate indicated via our Services before you accept a Service Call (a “Service Call Payment”). We reserve the right to change our Service Call Payment rate at any time, at our sole discretion.

(c)                 Tips. End Users may choose to provide a tip for your Expert Services at the end of a Service Call or a Direct-to-Expert Call (each a “Tip”). End Users have sole discretion over the amount of any Tip and whether to provide a Tip. You will be charged a payment processing fee for each Tip you receive. Subject to 6ya’s right to charge a payment processing fee, 6ya does not retain any portion of Tips.

(d)                General.

(i)                   All Payments to you will be in U.S. dollars. Unless you and 6ya agree otherwise in writing, 6ya will send and/or transmit all Direct-to-Expert Call Payments, Service Call Payments, and Tips (collectively, “Payments”) you have accrued on a bi-weekly basis. You acknowledge and agree that 6ya may make all Payments to you either (i) by Electronic Funds Transfer payments, (ii) check sent to your mailing address, or (iii) via our third-party payment processor, in which case you agree that you will register for an account with that third-party payment processor, agree to any applicable terms of service of our third-party payment processor, and grant 6ya all necessary access and perform all necessary acts to facilitate our provision of Payments.

(ii)                 To receive Payments, you must provide your billing information to us (or to our third-party payment processor), such as your bank account number, mailing address, third-party account information, and related information (“Payment Information”). You agree to provide us and/or our third-party payment processor with accurate Payment Information, and to update that information immediately to the extent it changes in any way. You may change your Payment Information via your Account with us or your account with our third-party payment processor, as applicable. You can review a report of the calls you have performed and Payments you have earned via the App.

(iii)                6ya reserves the right to withhold Payment, charge back your 6ya Account and/or offset future Payments to you:  (A) as a result of breach of this Agreement by you, pending 6ya’s reasonable investigation of the foregoing; (B) in certain cases where we decide, in our sole discretion, that it is prudent or necessary to reverse a transaction or to provide an End User with a refund of all or a portion of the amount paid by such End User for a Call; or (C) in certain cases where our bank or third party credit card processor withholds a percentage of a payment as a reserve, for example, as a result of actual or alleged fraudulent activity.

(iv)               Without limiting any other terms of this Agreement, you acknowledge and agree: (A) you will be charged payment processing fees for each Payment and Tip  and (B). that all Payments owed to you will not include any interest and will be net of any amounts that we are required to withhold by law. If you believe that any reports related to your Expert Services contain an error, or if you have any questions about Payments under this Agreement, please contact us at experts@6ya.com .

12.                Taxes. You agree that it is your responsibility to (i) determine any and all taxes, including without limitation, federal, state, or local income taxes, social security, FICA, workers’ compensation and other taxes assessed, incurred or required to be collected, paid or withheld for any reason in connection with your Expert Services; (ii) collect, withhold, report, and remit correct taxes to the appropriate tax authority. You agree that 6ya is not obligated to determine whether any taxes apply to you and is not responsible to collect, report, or remit any taxes on your behalf. You will provide 6ya with any required tax or other forms relating to your receipt of Payments.

13.                Communications.

(a)                Notices. Any notices or other communications provided by 6ya under this Agreement, including those regarding modifications to this Agreement, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

(b)                Communications Related to the Services. By using our Services, you agree to receive communications from us, including emails, text messages, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. You will receive calls and text messages at the phone number you provide via your Account. Standard phone call and text messaging charges will apply to text messages we send and calls you receive through the platform.

14.                Content Ownership, Responsibility and Removal.

(a)                Definitions. For purposes of this Agreement: (i) “Content” means text, graphics, images, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “Expert Content” means any Content that Experts provide to be made available through the Services, including Content you post on your profile page. Content includes without limitation Expert Content.

(b)                Our Content Ownership. 6ya does not claim any ownership rights in any Expert Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your Expert Content. Subject to the foregoing, 6ya and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.

(c)                 Rights in Expert Content Granted by You. By making any Expert Content available through the Services you hereby grant to 6ya a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your Expert Content in connection with operating and providing the Services and Content to you and to other users.

(d)                Your Responsibility for Expert Content. You are solely responsible for all your Expert Content. You represent and warrant that you own all your Expert Content or you have all rights that are necessary to grant us the license rights in your Expert Content under this Agreement. You also represent and warrant that neither your Expert Content, nor your use and provision of your Expert Content to be made available through the Services, nor any use of your Expert Content by 6ya on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(e)                Rights in Content Granted by 6ya. Subject to your compliance with this Agreement, 6ya grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to view and display the Content solely in connection with your permitted use of the Services and solely for your personal use.

15.                Rights and Terms for Apps.

(a)                Rights in App Granted by 6ya. Subject to your compliance with this Agreement, 6ya grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in this Agreement, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means. 6ya reserves all rights in and to the App not expressly granted to you under this Agreement.

(b)                Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App Provider”). You acknowledge and agree that:

        This Agreement is concluded between you and 6ya, and not with the App Provider, and 6ya (not the App Provider), is solely responsible for the App.

        The App Provider has no obligation to furnish any maintenance and support services with respect to the App.

        In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of 6ya.

        The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

        In the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, 6ya will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.

        The App Provider, and its subsidiaries, are third-party beneficiaries of this Agreement as related to your license to the App, and that, upon your acceptance of this Agreement, the App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App against you as a third-party beneficiary thereof.

        You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

        You must also comply with all applicable third-party terms of service when using the App.

16.                General Prohibitions and 6ya’s Enforcement Rights. We really want everyone to have a great experience and to feel safe when using the Services. Accordingly, you agree that you won’t do any of the following:

        Allow any other person to use your Account, or create more than one Account;

        Use the Services to make untruthful, misleading or inaccurate statements about a Third-Party Product, including without limitation, any problems an End User has with a Third-Party Product;

        Say or do anything that (i) infringes, misappropriates or violates any intellectual property rights, rights of privacy, rights of publicity or any other rights of others; (ii) may result in harm, injury or damage to a person or product; (iii) is defamatory, abusive, harmful, offensive or hateful; (iv) is obscene, pornographic, indecent or sexually explicit, or depicts graphic, excessive or gratuitous violence; (v) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (vi) promotes illegal or harmful activities or substances; or (vii) in 6ya’s judgment, is objectionable or may expose 6ya or End Users of the Services to harm or liability of any type;

        Infect the Services with viruses, corrupted data or other harmful, disruptive or destructive files or code;

        Record any Call or conversation with an End User;

        Use the Services in any way that could interfere with an End User’s enjoyment of the Services or that could impair the functioning of the Services;

        Intimidate, threaten, stalk, bully or otherwise harass End Users or Experts;

        Post spam or other unsolicited commercial messages through the Services;

        Use the Services to solicit, sell, offer, or provide services to End Users, or for the benefit of any third party, or for any commercial purpose except as expressly permitted by this Agreement;

        Use, display, mirror or frame the Services or any individual element within the Services, 6ya’s name any 6ya trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without 6ya’s written consent;

        Access, tamper with, or use non-public areas of the Services, 6ya’s computer systems, or the technical delivery systems of 6ya’s providers;

        Attempt to probe, scan or test the vulnerability of any 6ya system or network or breach any security or authentication measures;

        Circumvent or attempt to circumvent any filtering, security measures, rate limits or other features designed to protect the Services, our End Users or Experts, or third parties;

        Manipulate, abuse, or engage in any way or form with other End Users or Experts for the purpose of generating fake calls, fake ratings and reviews, or any similar activity;

        Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

        Collect, store, request or share any personal information about other End Users or Experts without their express permission;

        Share or disclose any information you are contractually or legally required to keep confidential;

        Impersonate, or misrepresent your affiliation with, any person or entity;

        Violate any applicable law or regulation; or

        Encourage or enable any other individual to do any of the foregoing.

You can report inappropriate behavior by an End User by emailing us at support@6ya.com . Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with this Agreement and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of this Agreement. We have the right to investigate violations of this Agreement or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

17.                DMCA/Copyright Policy. We respect copyright law and expect our users to do the same. It is our policy to terminate in appropriate circumstances 6ya Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright and IP Policy at https://www.6ya.com/copyright for further information.

18.                Links to Third Party Websites or Resources. The Services (including the App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

19.                Termination. We may terminate your access to and use of the Services (including, without limitation, the ability to receive Services Calls), at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at support@6ya.com . Without limiting 6ya’s other remedies, we may issue a warning, or temporarily suspend, indefinitely suspend or terminate your Account or your access to the 6ya Services for cause if (i) you breach this Agreement; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, 6ya, or an End User, or may involve illicit or illegal activity. Once you have been informed that your Account is suspended or terminated, you are prohibited from using the Services under the same Account or a different account, or reregistering under a new Account, without 6ya’s prior written consent. If you cancel your Account, or if we terminate your access to or use of our Services for a reason other than for cause, we will pay you any Payments outstanding before the date of termination. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 6, 7, 9, 14(b), 14(c), 14(d) and 20-25.

20.                Disclaimers.

(a)                Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

(b)                No Liability for Expert or End User Interactions . We are not responsible for any damage or harm resulting from an Expert’s communications or interactions with End Users via Calls or otherwise. You are solely responsible for your Expert Services, including advice or recommendations you provide to End Users. 6ya is not responsible for any damage to, or replacement or repair of, any of End User’s property resulting from your Expert Services. 6ya is not responsible or liable for the conduct of Experts, End Users or other users.

21.                Indemnification. You will indemnify and hold harmless 6ya and its officers, directors, employees and agents from and against all claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your Expert Content, (iii) your violation of this Agreement, including any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (iv) your provision of Expert Services; or (v) your failure to comply with any tax law.

22.                Limitation of Liability.

(a)                6YA AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROPERTY, PHYSICAL LOSSES, DEATH, LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR ANY OTHER DAMAGES OR LOSSES, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ADVICE OR RECOMMENDATIONS PROVIDED BY EXPERTS, HOWEVER CAUSED AND IN WHATEVER FORMAT OR MEDIA (INCLUDING, WITHOUT LIMITATION, VIA CALLS), REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY) AND WHETHER OR NOT 6YA OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b)                IN NO EVENT WILL 6YA’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE ACTUALLY RECEIVED FROM 6YA (IF ANY) IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF 6YA HAS HAD NO PAYMENT OBLIGATIONS TO YOU, AS APPLICABLE.

(c)                 THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 6YA AND YOU.

23.                Governing Law and Forum Choice. This Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 24 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and 6ya are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and 6ya each waive any objection to jurisdiction and venue in such courts.

24.                Dispute Resolution.

(a)                Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding . You and 6ya agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that you and 6ya are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

(b)                Exceptions and Opt-out. As limited exceptions to Section 24(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at support@6ya.com within thirty (30) days following the date you first agree to this Agreement.

(c)                 Conducting Arbitration and Arbitration Rules . The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “ AAA Rules ”) then in effect, except as modified by this Agreement. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org .

If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d)                Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e)                Class Action Waiver. YOU AND 6YA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(f)                  Effect of Changes on Arbitration. Notwithstanding the provisions of Section 2 “Changes to this Agreement or Services” above, if 6ya changes any of the terms of this Section 24 “Dispute Resolution” after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email to support@6ya.com ) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of 6ya’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and 6ya in accordance with the terms of this Section 24 “Dispute Resolution” as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

(g)                Severability. With the exception of any of the provisions in Section 24(e) of this Agreement ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.

25.                General.

(a)                Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between 6ya and you regarding the Services and Content, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between 6ya and you regarding the Services and Content. If any provision of this Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without 6ya’s prior written consent. 6ya may freely assign this Agreement. Any attempt by you to assign or transfer this Agreement, without such consent, will be null. 6ya may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

(b)                Waiver of Rights. 6ya’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of 6ya. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

26.                Contact Information. If you have any questions about this Agreement or the Services, please contact 6ya at support@6ya.com , or by mail at:

6ya, Inc.

400 Concar Dr,

San Mateo - 94402