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
(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.
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
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).
For information about how we collect, use and share your information
acknowledge and agree that your use of the Services is subject to our Privacy
How Our Services Work.
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 “
”). 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.
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).
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.
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.
Becoming an Expert
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
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.
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.
We welcome your suggestions, comments or other feedback about the Services (“
”). Feedback helps us to improve the Services to
make them better and easier for you to use. You can submit Feedback by emailing
. 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.
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
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
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.
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
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.
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).
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
] 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:
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 “
”. 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.
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.
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.
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
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.
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.
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
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.
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.
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.
Content Ownership, Responsibility and
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
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.
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
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.
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.
Rights and Terms for Apps.
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.
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
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
You must also comply with all applicable
third-party terms of service when using the App.
General Prohibitions and 6ya’s Enforcement
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
Infect the Services with viruses, corrupted
data or other harmful, disruptive or destructive files or code;
Record any Call or conversation with an End
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
Attempt to probe, scan or test the
vulnerability of any 6ya system or network or breach any security or
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
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.
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
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.
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
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.
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.
No Liability for Expert or End User
. 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.
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.
Limitation of Liability.
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.
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.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES
SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
6YA AND YOU.
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.
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.
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
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
within thirty (30) days following the date you first agree to this Agreement.
Conducting Arbitration and Arbitration
. The arbitration will be conducted by the American Arbitration
Association (“AAA”) under its Consumer Arbitration Rules (the “
”) then in effect, except as modified by this Agreement. The AAA Rules
are available at
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
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.
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.
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.
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
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).
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.
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.
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.
If you have any questions about this Agreement or the Services, please
contact 6ya at
, or by mail at:
2010 El Camino Real PMB 3103
Santa Clara, CA 95050