Terms of use

Walimu Community Guidelines

Updated August 22, 2018

Walimu is a trusted online marketplace that connects Experts and Learners looking for Guidance Services. We’re built on the foundation of trust, best interest of our community, and thus we do have Community Guidelines that we’ve created and actively enforce. We take violations of these Community Guidelines seriously and may suspend or terminate an Account for ongoing or serious violations. Fraudulent or illegal activity may also be subject to legal action taken. We reserve the right to also edit or remove content on our site that violates these Community Guidelines or if we believe it adversely affects the integrity of the Walimu marketplace or it’s users.

These Community Guidelines are part of and use words and phrases that are identified in our Terms of Service (Services Agreement). If you have any questions about these Community Guidelines or if you believe that a user has violated these Community Guidelines, please email us immediately using the contact us form.

Experts must:

1. Comply with local laws and tax laws at all times.

Walimu is not liable for ensuring compliance and it is the responsibility of Expert and Learner to ensure all local laws and also tax compliance are met. You must also legally report income generated from Walimu to your business and it is your responsibility to do so. If you are responsible for charging local taxes on services, you must also comply with these regulations.

Inappropriate or Illegal services are not allowed. (ie if its illegal, disallowed, or requires certification where either the Expert of the Learner resides and the Expert does not hold the legal certification, its disallowed on Walimu). Post will be removed and users banned.

2. Accurate representation of the Guidance Service, pricing, and extent of instruction.

Most learners and those looking to book your time have not met you in person, so be honest and clearly represent the level of your expertise and the services that you are offering. Do not misrepresent pricing or dishonestly make claims by any means. We will take proactive action if it is reported or discovered that you are misrepresenting your Guidance Service that you offer.

3. Only list and offer a Guidance Service that you are permissed to offer.

Only list Guidance Services that you are legally permissed and have the authority to carry out. Do not recommend learners use tools or spaces that they do not already have permission to use. Do not use tools and spaces you do not have permission to use for guidance purposes. If it is discovered that you are using resources that you do not have permission to use or advising use of resources that the learner does not , the listing will be immediately removed and your account is subject to be removed from our site. 



Learners must:

1. Comply with all Expert’s rules, policies, and booking agreement.

All learners and those that have booked a Guidance Service through Walimu must only use the Guidance Service as described by the Expert, and as agreed upon in the booking agreement. Experts take pride in their expertise and their profession and will be expecting the same professional respect and courtesy that they are providing.

2. Never engage in illegal or prohibited activity during or in preparation for Guidance Services.

All local laws are enforceable and Experts can notify authorities if they become of aware of laws are being broken during a Guidance Service. Never engage in any illegal activity on during or in preparation for Guidance Services.


Everyone must:

1. Communicate honestly with others.

Walimu is a trusted marketplace and depends on the honesty, integrity, and best interest of everyone that uses the platform. Only message others with the best intent in mind, do not make false claims, misrepresentations, do not engage in fraudulent activity, and do not willingly be deceitful.

2. Transact honestly and with the intended use of Walimu.

Walimu is intended to be a marketplace for Learners to book Experts and Experts to offer their Guidance Services. Any transactions that are not intended for this purpose, are misrepresented, have fraudulent intent, or otherwise deemed harmful to either user will be immediately reviewed and if fraudulent, legal action will be taken by Walimu if deemed necessary. All users and transactions are also applicable to the Terms of Service that is agreed upon by using the platform.

3. Respect others privacy and information.

It is professional and common courtesy to respect the privacy of the Learners seeking Guiding Services and the information of Experts that may be offering Guidance Services. In some cases, Experts may require Learners to sign a Non-Disclosure Agreement (NDA) prior to their booking. If there is ever an issue with privacy, security, or Guidance Service rules, please send us an email immediately by using the contact us page.

4. Abide by the Teach and Learn philosophy.

Unlike the many freelancing sites out there, Walimu is built for people looking to learn a skill or task and for those who want to teach them. This is not a place to find someone to do your homework or handle a job for you. Post offering such services  or freelancing will be removed. 

4. No Medical Guidance Services

Walimu will not facilitate any medical related guidance services on its marketplace. Any Guidance Services listed suspected of providing such services will be removed at Walimu's Discretion. Posting or solicitation of medical related guidance services will result in punitive actions up to and including removal of user accounts. 

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Standard Provided Waiver for Experts

Expert-Learner Waiver of Liability and Hold Harmless Agreement

1. In consideration for receiving permission to participate in this/these Guidance Service(es), you hereby release, waive, discharge and covenant not to sue the provider of this Guidance Service, the Expert, whose name is listed as the creator and provider of this Guidance Service listing, their associates, affiliates, and/or the facility where this activity is held (hereinafter referred to as releasees) from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by you, or any of the property belonging to you, whether caused by the negligence of the releasees or otherwise, while participating in such activity, or while in, on or upon the premises where the activity is being conducted.

2. You further hereby agree to indemnify and hold harmless the releasees from any loss, liability, damage or costs, including court costs and attorney fees, that they may incur due to your participation in said activity, whether caused by the negligence of releasees or otherwise.

3. It is your express intent that this Waiver of Liability and Hold Harmless Agreement shall bind the members of your family and spouse, if you are alive, and your heirs, assigns and personal representative, if you are deceased, and shall be deemed as a release, waiver, discharge and covenant not to sue the above-named releasees.  You hereby further agree that this Waiver of Liability and Hold Harmless Agreement shall be construed in accordance with the laws of the State of Georgia, and the state(s) of location of the Expert and Learner at the time the Guidance Service is provided. .

4. You warrant and assure that you are at least 18 years of age and fully competent.  You acknowledge that the above constitutes the whole of our waiver of liability and hold harmless agreement, and that no additional claims or representations have been made.

No Refund Policy

Please be aware there is a No Refund Policy for provided Guidance Services.  Refund requests, including those made by Learners who cannot attend, regardless of the Learner's reason(s), and regardless of whether the student provides us with notice, will not be honored.  Exceptions may be made at the discretion of the Expert providing this Guidance Service or Walimu LLC.  In these cases, official documentation may be required.

The Expert providing this Guidance Service will endeavor to help to the best of their ability but cannot guarantee a Learner’s success of an intended goal. Only the allotted time agreed to by both the Learner and Expert is Guaranteed, during which the Expert commits to being present for the Learner over the communication platform of their choice and helping to the best of their ability. 

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Terms of Service

Updated March 11, 2018

Walimu is an online marketplace that allows you to find and book experts or offer your guidance as an expert to people remotely. Please read our service agreement carefully below prior to using our marketplace and it’s services as it governs your use of our platform.

Importantly, this Usage Agreement contains waivers of class actions and jury trials and an agreement to submit all claims and disputes to binding arbitration in Section 4 below. If you do not agree to all the terms and conditions of this Usage Agreement, including those governing disputes in Section 4, you may not use our platform or services.

Services Agreement

This Walimu Services Agreement (“Agreement”) is a contract between Walimu, LLC. (“Walimu” or “we”) and the person(s) that are registered with Walimu (“user” or “you”). This Agreement describes the terms and conditions that apply to your use of the Walimu marketplace to book or list guidance services through our website or apps and establishes the obligations owed between you and Walimu, and between you and other users.

Throughout this Agreement, the term “Service” means the service allowing you to book guidance services or offer guidance services to others through our website or apps (the “Platform”). The term Service does not include any services provided by third parties. The terms “learner” and “expert” refer to the party Booking or Listing a guidance service, respectively.

A “Guidance Service” is the process of an expert assisting a learner remotely on a topic or task and  is subject to any specific fees and any service-specific terms or limitations. An expert may “List” a Guidance Service by providing certain details about themselves and their skillset including past work, experience, availability, pricing, and terms or limitations. This posting about a guidance service is called a “Listing.”

A learner may “Book” an expert by accepting the times, fees, and any additional terms (such as fees for additional guidance services) or limitations of the Listing. A “Booking” is (i) only the grant of a limited, temporary, revocable license to communicate directly with an expert, in the manner, for the time, and subject to all restrictions provided, subject to this Agreement, and as confirmed through the Platform. The scope of the use, including times, specific fees, and other additional terms or limitations, constitutes a “Booking Agreement” that incorporates the terms and conditions of this Agreement and referenced policies. A Booking does not provide you employment of the expert but only allows you limited access to the expert or other service only as permitted in the Agreement and, as applicable, the Booking Agreement.

This Agreement is organized into 5 sections:

  • Section 1: General Terms includes general terms describing your Account including creating an account, accepting or making payments, and describing how we communicate with you.
  • Section 2: Platform and Service describes how you may and may not use the Platform and Service, and also describes how we use any data.
  • Section 3: Walimu Services establishes the obligations of experts, including how to List a Guidance Service and what is expected of any Guidance Service Listed through the Service; and the obligations of learners, including Booking a Guidance Service, expected behavior, responsibility for payment of Fees, and Booking other guidance services.
  • Section 4: Termination, Disputes, and Binding Arbitration describes termination or suspension of this Agreement or your Account, and the process of resolving any disputes. This section contains waivers of both class actions and jury trials, and an agreement to submit all claims and disputes to binding arbitration. Please read this section carefully before accepting this Agreement –you may not use the Platform or Services if you do not agree to this section.
  • Section 5: Additional Legal Terms provides additional legal terms including our ability to update this Agreement, disclaimers and limitations on our liability, and some specific terms for users outside of the United States. It also includes other documents governing your use of the Services including our Community Guidelines, Fees, Privacy Policy, and Cancellation and Refund Policy.

If you have questions about this Agreement, please contact us using the “contact us” submission field. Your use of the Platform or Services constitutes your ongoing acceptance of this Agreement, as amended.

Section 1: General Terms

1.1 Services

Walimu provides you access to Services through the Platform. You may access the Platform through our website or apps. You may use the Service to List Guidance Services, Book Guidance Services as an learner, communicate with other users, and access your Account.

You may also be permitted to Book Guidance Services through third-party service providers or through the expert, which may require you to agree to additional terms or conditions. These guidance services may include may include material procurement, in-person guidance, or contracting. This is however not the main marketplace Service provided by Walimu.

We are continuously improving the Platform or Service for all users and reserve the right to make changes at any time. Changes we make to the Platform or Service, including discontinuing certain features, affect all users and we try to minimize disruption to users. However, these changes may affect users differently. We are not responsible if any specific changes we make to the Platform or Service adversely affect how you use them.

1.2 Your Account

Before using the functionality of our Platform or Services, you must create an account with Walimu (“Account”) and provide us with information about yourself or your company. We may ask that you update your Account or provide additional or different information at any time. This includes requiring additional details about Guidance Services or payment information. Any employees, contractors, or third-parties opening a new or using an existing account (collectively, “Agents”) represent and warrant that they have authorization to act on behalf of a person or entity they claim to represent; and if such authorization is not provided by the person or entity, such Agents acknowledge personal liability for all obligations and liabilities arising from or related to use of the Account by such Agents.

You will be required to provide an email address and password to keep your Account secure (“Credentials”), and agree to keep your Credentials private and secure. You are responsible for any actions taken on your Account using your Credentials whether or not authorized or taken by Agents to List or Book a Guidance service or additional services. You are solely responsible for the actions or communications of your Agents. We are not responsible for and disclaim all liability for use of your Account by your Agents.

When creating or using your Account, you may be required to provide information about yourself or your Guidance Service. You will only provide Content to us that you own or have authorization to provide, and ensure that Content is accurate and complete. You must keep any Content current, including your contact or payment information. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any Content. This may include validating your identity or business information, or verifying information about Guidance Services. You will provide us any additional information to verify the accuracy or completeness of any Content that you provide and we may condition your use of the Platform or Service on our ability to verify the accuracy and completeness of this Content. If you do not provide required Content to us as and when we request it, we may suspend or terminate your Account.

If you are not at least 18 years old, you may not open an Account, access the Platform, or use the Services. Users (including Agents) who use the Services or the Platform to List or Book Guidance Sevices on behalf of individuals under 18 years old, or provide access or use of Guidance Services by individuals under 18 years old, accept personal liability for all acts or omissions of such individuals.

You may close your Account at any time by emailing us using the “contact us” submission field. You are responsible for all activity associated with your Account made before it is closed including payment of Fees, Taxes, or other Payments; providing use of Guidance Services to learners as previously Booked; or other liabilities caused by or resulting from use of the Platform or Service. You understand that we may retain Content and continue to display and use any public Content (including reviews of Guidance Services) provided to us prior to closing your Account.

At our sole option, we may suspend or terminate your Account.

1.3 Compliance with Laws

As used in this Agreement, “Laws” means all applicable federal, state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contract, restrictions, covenants and other agreements . You will comply with all Laws applicable to your use of the Guidance Services, other Services, Platform, whether as an Expert or Learner. While we may provide information to help you understand certain obligations of using or listing Guidance Services, we are not authorized to provide and do not provide any legal advice. You are solely responsible for your compliance with Laws and may only use the Platform or Service in compliance with applicable Laws. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Guidance Service.

1.4 Fees and Taxes

(a) Fees, Overtime. You are responsible for payment of fees, expenses, and other amounts related a to Booking (“Fees”). Fees include amounts paid to Walimu and Experts as described in our Fees Overview. Walimu receives Fees for providing use of the Service, and Experts receive Fees for Bookings. The specific Fee of 2% the cost of the booking is charged are presented when you request, complete, and pay for a Booking. Please review the Expert’s individually listed cancellation policy on their Listing prior to submitting a Booking request. You should contact Experts through the Platform before Booking if you don’t understand the Fees listed or their cancellation policy that will be applicable. Please email us using the “contact us” submission field at any time if you do not understand Fees or have questions regarding them.

A Booking provides a limited access to an Expert or Guidance Services as described in the Listing and Booking Agreement, if applicable. If you use an Expert or Guidance Service beyond the Booking you will be responsible for payment of additional Fees (“Additional Fees”) at the Expert’s discretion. You are solely responsible for any damages incurred to your property during your Booking.

While we may facilitate the collection of Fees for Guidance Services, once remitted to Experts, we are not responsible for the return of Fees or Deposits to Learners, where applicable.

(b) Taxes and Fines. You are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to Listing or Booking Guidance Services including any sales or occupancy tax, indirect taxes such as valued added tax (VAT) or goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively “Taxes”). Except as required by Law, Walimu will not calculate, track or pay Taxes or submit Tax reporting on your behalf. You are responsible for all Taxes owed for Booking or Listing a Guidance Service, or providing or using Guidance Services including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Walimu for such Taxes upon demand. You are also responsible for any penalties arising from your failing to comply with this Agreement including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, or other third parties; or that may be issued by us for losses we or users incur that are based on your failing to comply with this Agreement or misuse of the Platform, Services, or Guidance Services (collectively, “Fines”). You understand and agree that Walimu does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advice to consult with your tax advisor for any required advice or guidance regarding Taxes.

(c) Payment. You will timely and fully pay any Fees, Taxes, or other amounts you owe under this Agreement. If you owe amounts and we are unable to receive payment through the Platform for any reason, then we may require that you pay through other means (such as direct debit). We may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or Fines owed, including our attorneys’ fees or expenses.

1.5 Receiving Payment

Acceptance and payment of funds between users or Walimu on the Platform (“Payment Processing”) is provided by Stripe. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the “Stripe Agreement”). As a condition using Payment Processing, you must provide accurate and complete information about you and your business and you authorize us to share this information to Stripe. All bank and credit card information is sent directly to and stored with Stripe using their security protocols. Walimu does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment Processing is conditioned upon your compliance with the Stripe Agreement, and if the Stripe Agreement is terminated by Stripe you may not be able to use the Platform, or have your Account suspended or terminated.

We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.

1.6 Communication and Notices

We may communicate with you and provide you information or notices regarding your Account or transactions through email or through messaging on the Platform. You will promptly respond to any communications you receive and understand that failure to do so may impact your ability to Book or List Guidance Services, or use the Platform or Services.

We may send you notices to the email address or physical address included in your Account, through messaging on the Platform. You may send any notices to us using the “contact us” submission field. You agree that any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you.

You agree to receive any communications from us and transact with us electronically. This acceptance of emails or other electronic messages constitutes your consent and your electronic signature has the same legal effect as physically signing a document. You may withdraw this consent to transact electronically at any point by providing notice to us. However, given that electronic communication is integral to the Platform and the Services, following any such notice we may elect to close your Account.

If you have problems communicating receiving messages, please first please contact us using the “contact us” submission field.

1.7 Communication with Other Users

The Platform allows you to communicate with other users without disclosing sensitive personal contact information. It is your responsibility to use good judgment in the information you provide to other users. You may use the Platform only to List or Book Guidance Services, communicate with us or other users, resolve disputes, or use other functionality we provide to you through the Platform. You may not use the Platform to send messages that are unwanted or unrelated to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, or send spam.

We strongly recommend that you should use the Platform to communicate with other users. If you use other means of communication you understand that you may be putting your personal contact information at risk of misuse. You also understand that any communications made outside of the Platform may impair your ability to recover all or some amounts owed to you in the event of a dispute between you and another user.

We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other users, or communicating or engaging with users outside of the Platform.

Walimu, at its sole option and without notice or any obligation to do so, may from time to time (i) remove communications among users which contain or share personal contact information, or (ii) suspend or terminate the accounts of users that share personal contact information.

1.8 Academic honesty

You acknowledge and agree that Walimu services are provided for the purpose of facilitating learning, not cheating. You agree not to inquire about the hiring of or to hire Experts to complete assignments, write papers, take quizzes or otherwise do work on your behalf. Further, you agree not to use Walimu’s services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution or workplace.

 

Section 2: Platform and Service

2.1 Ownership, License, Restrictions

Walimu owns all right, title, and interest in the Platform, Services, and all intellectual property embodied or contained in them (individually and collectively, “IP”). IP includes all registered or potential patents, copyrights, trademarks, trade secrets, and other proprietary rights. Through your Account, we grant you a limited, temporary, revocable, non-transferable, non-exclusive license to use the Platform and Service for the purposes described in this Agreement and only as provided to you through the Platform. This license does not constitute a transfer of ownership or grant you any additional rights to use the IP. We may suspend or close your Account and pursue legal action against you if we believe or determine that your use of the Platform, Service, or IP exceeds the scope of this grant; or that you are attempting to hack or disrupt the use of the Platform, Service, or IP by others; or that you are otherwise interfering with the normal operation of the Platform or Service.

2.2 Community Guidelines

We have established Community Guidelines that set our expectations for all users on the Platform. You will review and abide by the Community Guidelines whenever using the Platform or Services, communicating with other users, or using or providing use of Guidance Services. If you believe that another user is violating the Community Guidelines, please email us using the “contact us” submission field. Walimu shall have no duty to monitor users’ compliance with or to enforce the Community Guidelines and shall have no liability for any user’s violation of the Community Guidelines.

2.3 Content

(a) Posting Content. You represent and warrant that you are authorized to provide Content to the Platform and that any Content you provide does not violate the proprietary or privacy rights of a third party. You may not provide any Content that is copyrighted by third parties without their express permission. You grant Walimu a fully-paid, worldwide, non-exclusive, perpetual license to use, copy, transmit, distribute, modify, publicly display, and sublicense any Content you provide to us. This grant includes our ability to use any Content for both internal use (such as analysis to improve the Platform or Services) or external use (such as in marketing or online advertising). If you cannot provide us the above grant then you may not provide Content to us. You agree to indemnify, defend and hold us harmless for any damages or losses based on third-party claims that Content violates proprietary or privacy rights.

(b) Restrictions on Certain Content. You may never post any Content that (i) is defamatory, obscene, profane, or pornographic; (ii) is abusive, harassing, or disrespectful of other users; (iii) violates applicable Laws, including those prohibiting discrimination, false advertising, privacy, or unlawful marketing; (iv) is intended to deceive or mislead, is false or inaccurate, or misrepresents the nature or condition of a Guidance Service; (v) contains marketing or promotional content unrelated to the details of a Guidance Service; or (vi) includes sensitive personal information, including payment, contact information, or personal account details.

(c) DMCA Notices. If you believe that any Content posted violates your copyright, please notify us using the “contact us” submission field. This notice should identify the specific Content and provide us with evidence of your ownership of the copyright or authorization to enforce the rights of the copyright owner. Any information you provide to us may be shared with other users, third parties, or law enforcement to help assess the claim of infringement or remove infringing content. We will remove any content we determine to be infringing consistent with our obligations under the Digital Millennium Copyright Act (DMCA).

2.4 Privacy and Data Usage

Our Privacy Policy describes our collection, use, storage, and sharing personal information. This includes personal information included in Content and information collected through use of the Platform. We may anonymize, pseudonymize, or aggregate any information, including personal information or Content, and use this information for any purpose including improvement of the Platform or Services, or creating or distributing public marketing collateral.

2.5 Content provided via links

You may find links to other websites or resources on the Site. You acknowledge and agree that Walimu is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Walimu will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

2.6 Intellectual property rights

Walimu grants you permission (which may be revoked at any time for any reason or no reason) to use the Site for the services as provided herein and in accordance with these Terms and solely for your own personal, non-commercial use (except as provided herein), provided you do not remove any trademark, copyright or other notice contained on such pages. No other use is permitted. You may not, for example, incorporate the information, content, or other material in any database, compilation, archive or cache. Except as specifically authorized by Walimu, you may not deep-link to the Site for any purpose or access the Site manually or with any robot, spider, web crawler, extraction software, automated process or device to scrape, copy, or monitor any portion of the Site or any information, content, or material on the Site. Walimu reserves all of its statutory and common law rights against any person or entity who violates this paragraph. You may not link or frame to any pages of the Site or any content contained therein, whether in whole or in part, without prior written consent from Walimu. You may like or follow Walimu or share links to the Site via social networking technology referenced on the Site. Any rights not expressly granted herein are reserved.

Except as expressly authorized by Walimu or by Content providers, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Walimu discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.

“Walimu Trademarks” means all names, marks, brands, logos, designs, trade dress, slogans and other designations Walimu uses in connection with its products and services. You may not remove or alter any Walimu Trademarks, or co-brand your own products or material with Walimu Trademarks, without Walimu’s prior written consent. You acknowledge Walimu’s rights in Walimu Trademarks and agree that any use of Walimu Trademarks by you shall inure to Walimu’s sole benefit. You agree not to incorporate any Walimu Trademarks into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations, for use on or in connection with computer or internet-related products, services or technologies.

Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppels, implication, or otherwise. Permission is granted to display, copy, distribute and download Content owned by Walimu on this Site provided that: (a) the copyright notice pertaining to the Content remains, and a permission notice (e.g., “used with permission”) is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or license covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if you breach any of the terms or conditions in this document. Upon termination, you must immediately destroy any downloaded and/or printed Content.

15. Copyright Infringement

Walimu respects the intellectual property of others, and we ask our users to do the same. Thus, in your use of and interactions with Walimu and the Site, you may not post, modify, distribute, or reproduce in any way any Content that is copyrighted material belonging to others, without obtaining their prior written consent. Walimu reserves the right, in its discretion, to remove any Content if we believe it may infringe the copyright rights of others, and/or to terminate the accounts of Users who we believe to be infringers.

If you believe that your work has been copied and posted on the Site in a way that constitutes copyright infringement, we will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act of 1998 (the “DMCA”), a federal law that provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material hosted on the Site infringes your copyright, you (or your agent) may send Walimu. a notice requesting that the content or material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Walimu to locate the content or material within the Site; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the content or material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Walimu’s agent for notice of claims of copyright or other intellectual property infringement can be reached via the contact us option.

We suggest that you consult with a legal advisor before filing a notice under the DMCA. Also, be aware that there can be penalties for false claims under the DMCA.


Section 3: Walimu Services

3.1 Listing Guidance Services - This section applies to Experts

(a) Listings. When you List a Guidance Service, you must provide details about the guidance process including a description, the cost of a Booking, a list of any required materials and space, and other details about what Learners will need to know prior to communicating with you directly (collectively, “Description”). While it is important to communicate the benefits of your Guidance Service, the Description must be accurate and give potential Leaners a reasonably good understanding of how they may benefit from or use the Guidance Service during their Booking. Descriptions may not include any additional contractual obligations or alter Learners legal liabilities from those described in this Agreement.

(b) Transacting with Learners. All Experts must comply with our Community Guidelines when Listing a Guidance Service, providing a Description, and in transacting with Learners. You are responsible for maintaining an updated Guidance Service description so that Learners may reasonably use them as provided in the Description and Booking. Experts must ensure Guidance Services provided to Learners are safe, appropriate and as described.

(c) Conduct and Fees. As a Expert, you are solely responsible for ensuring you’re your Guidance Services comply with all applicable Laws including any local ordinances related to licensure or registration needed to instruct Learners, and payment of Taxes. We may condition your continued use of the Platform and Services on your providing proof, to our reasonable satisfaction, of your compliance with Laws at any time.

3.2 Booking Guidance Services - This section applies to Learners

(a) Bookings. As a Learner, you should review the Description and availability to confirm they are appropriate for your Booking. The Platform allows you to confirm any details or ask the Expert any specific questions about the Guidance Service, or confirm details of a Booking, without sharing your personal contact information. Prior to Booking, you will need to provide payment information through the Platform. Booking Fees will be shown before you complete your Booking. You are responsible for all Fees and Taxes associated with the Booking. All Bookings are subject to the Cancellation Policy listed on each individual Guidance Service Listing.

When you Book a Guidance Service, you are only provided a license to access the Expert as described in the Booking and confirmed by the Expert, subject to this Agreement and any Booking Agreement. When you confirm a Guidance Service Booking, you also agree to the waiver that Expert may have posted in that Guidance Service's description page. A Booking does not provide you employment of or access to the Expert beyond the specified time and Description.

BOOKING TIME AND SERVICE QUALITY LIMITATION DISCLAIMER

(b) Conduct and Fees. You will comply with the Community Guidelines and any Booking Agreements throughout the Booking and use the Guidance Service only as permitted or agreed upon and consistent with the Description, and assure that any attendees do the same. During your Booking, you are responsible for (i) the behavior and acts of others in attendance that access the Guidance Service, (ii) ensuring that the use does not exceed any limitations identified in the Booking, (iii) complying with applicable Laws. You are responsible for and accept all liability for any damage done to the your property during your Booking by yourself or others in attendance whether intentional or not, for your failure to comply with applicable Laws, and for any Fines you incur.

3.3 Required and Supplemental Insurance

(a) Required Insurance. Every user will acquire and maintain all insurance as required by Law and suitable for you or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, those attending the Booking, third parties, and deciding what coverage, limits and providers are appropriate for you.

3.4 Cancellations and Refunds

All cancellations and any refunds that may be available to you are subject to our Fees and cancellations are subject to the individual Cancellation Policy identified on each Guidance Service Listing. Walimu is not liable for any fees, expenses, or liability that is not in compliance with the Cancellation Policy for a Listing.

 

 

Section 4: Termination, Disputes, and Binding Arbitration

4.1 Term, Termination, and Survival

(a) Term and Termination By User. You consent to this Agreement when you first access or use the Platform or Services, and your continued use of the Platform and Services constitutes your ongoing consent to this Agreement as amended from time to time. You may terminate this Agreement by closing your Account with us, however this will not immediately terminate any ongoing rights or obligations you or we may have. This includes any obligations to pay for Bookings, to honor any Bookings made before termination, or to pay Fees, Taxes or Fines due; or any liabilities that you incurred prior to termination.

(b) Suspension or Termination by Walimu. We may suspend your Account--including your ability to communicate with other users or receive payments, or complete a Booking--or terminate this Agreement and your Account at any time including, without limitation, (i) if we believe that use of your Account poses a risk to Walimu, you, other users, or third parties, (ii) actual or potential fraud by you or on your behalf, (iii) your failure to respond to communications from us or other users, or (iv) your failure to comply with this Agreement or applicable Law.

(c) Survival. The following provisions will also survive termination of this Agreement: Sections 1.3 (Compliance with Laws), 1.4 (Fees and Taxes), 1.6 (Communication and Notices), 1.7 (Communication with Other Users), 2.1 (Ownership, License, Restrictions), 2.2 (Content), 2.4 (Privacy and Data Usage), Section 3.1(Conduct and Fees) for Guidance Services, Section 3.2(b) (Conduct and Fees) for Learners, 3.3 (Required and Supplemental Insurance), 3.7 (Cancellations and Refunds), 4 (Termination, Disputes, and Binding Arbitration), and Section 5 (Additional Legal Terms).

4.2 Binding Arbitration

This section describes how disputes or claims arising under this Agreement between you and Walimu or between you and another user (not resolved through the process set forth in Section 4.3) will be resolved. It includes waivers to both a jury trial and your ability to join other plaintiffs as part of a class action. Please read this section carefully before accepting this Agreement—you may not use the Platform or Services if you do not agree to this section.

(a) Process for Arbitration. Subject to the exclusions provided in Section 4.2(b) and the process provided in Section 4.3, all disputes, claims, and controversies arising under or related to this Agreement between you and Walimu or between you and another user (if not resolved pursuant to Section 4.3 below) will be resolved through binding arbitration as follows:

o   (i) if the amount of the dispute, claim, or controversy is reasonably less than $25,000, resolution shall be administered online by FairClaims (www.fairclaims.com) or another online arbitration provider of our choosing in accordance with their applicable arbitration rules and procedures effective at the time a claim is made. You consent to receive electronic service of process at the email associated with your Account. Where you are delinquent in responding to such process, you will be responsible for any attorney, court, or other fees associated with the delinquency. The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Walimu. As a part of the User Dispute, you may also seek to recover these costs if you prevail.

o   (ii) if the amount of the dispute, claim or controversy is reasonably $25,000 or more, resolution shall be before a single arbitrator and administered by JAMS. This includes but is not limited to any statutory or common law claims relating to breach, enforcement, or interpretation of this Agreement and any Booking Agreement. Any such arbitration will take place in the county where the Expert is located, unless you and Walimu mutually agree otherwise. The arbitrator will apply the substantive Laws of California. All claims from $25,000 to $250,000 shall be subject to the JAMS Streamlined Arbitration Rules. The Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern all such arbitrations under this Agreement. To initiate such an arbitration, a party will provide a written demand that states both the basis of the claim and the desired relief. Each party irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement affects the right of any party to serve process in any other manner permitted by Law.

Once arbitration is initiated as provided in Subsections (i) or (ii) above, the parties will share the costs of the arbitration, facilities, and arbitration reporters (as necessary) equally except as otherwise determined by the arbitrator. Each party will be responsible for its own attorneys’ fees and legal costs. The arbitrator may award the prevailing party recovery of any of the costs of arbitration or legal fees as they see appropriate.

The arbitrator may provide for any monetary or other remedies that are available under applicable Law but may not modify the terms of this Agreement or any Booking Agreement. The arbitrator will provide a reasoned decision addressing the specifics of the dispute. The decision is binding and not subject to appeal. The parties will act promptly to respect the decision of the arbitrator, including payment of any amounts owed or taking of any action required.

Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

(b) Certain Claims Excluded. Notwithstanding Section 4.2(a), the parties agree that any claims based on ownership or misuse of the other party’s intellectual property—including patents, copyrights, or trademarks—may be brought before the state or Federal courts in California. Either party may also seek provisional remedies for injunctive relief under such claims from a court of competent jurisdiction.

(c) Class Action and Jury Waiver. Each party agrees that any action or claim arising from or related to this Agreement or any Booking Agreement may only be brought on an individual basis and not part of a class action or consolidated arbitration, or join claims with other users or third parties. Further, each party expressly waives its right to a jury in arbitration and court, where permitted. You may opt-out of this class action and jury waiver described in Section 4.2(c) by emailing us using the “contact us” submission field within 30 days of your first use of the Platform or Services. You must include your name, phone number, physical address, and email address in your opt-out notice. This is your only mechanism for opting out of this Section 4.2(c) and failure to do so as described constitutes your consent to this waiver. If you choose to opt out of this Section 4.2(c), please note that all other provisions in this Agreement will remain intact and in full force and effect.

(d) Conflict of Rules. If any provision of this Section 4.2 is found to be invalid or unenforceable, the reviewing court or arbitrator, as applicable, will interpret or revise the provisions only as minimally necessary to comply with Law. All the other provisions will remain enforceable and intact as written.

4.3 Disputes Between Users

This section describes how disputes or claims arising under this Agreement between you and another user will be resolved. Please read this section carefully before accepting this Agreement—you may not use the Platform or Services if you do not agree to this section.

(a) Initial User Dispute Resolution. You agree to first attempt to resolve any disputes, disagreements, or claims that you have with other users (“User Dispute”) in good faith through the Platform. If you are unable to resolve the User Dispute, you then will submit the User Dispute to us using the “contact us” submission field. In our sole discretion, we may (i) require that you submit additional details regarding any User Dispute, and/or (ii) hold any pending payments or reverse any payments already made to you and hold such payments pending final resolution of the User Dispute. We will review the summary and communications made on the Platform. We may, but are not required to, also review communications made outside of the Platform. Upon review and investigation, we will either (a) provide you and the other user our conclusion based on the summary provided, which you agree to accept as final and binding determination with the same force and effect as if determined through arbitration as provided in Section 4.2; or (b) require that the dispute is resolved through binding arbitration adjudicated by a third party as provided in Section 4.2(a). The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Walimu. As a part of the User Dispute, you may also seek to recover these costs if you prevail. Any payments held by Walimu pending final resolution of a User Dispute shall be disbursed by Walimu as determined by Walimu, the arbitrator, or a court of competent jurisdiction.

(b) User Disputes Under $25,000. After following the process outlined above, if the User Dispute relates to an amount reasonably less than $25,000, you agree to submit the User Dispute to binding arbitration as provided in Section 4.2(a)(i) above.

(c) User Disputes of $25,000 or higher. After following the process outlined above, if the User Dispute relates to an amount reasonably $25,000 or more, you agree to submit the User Dispute to binding arbitration as provided in Section 4.2(a)(ii) above.

4.4 Confidentiality of Proceedings

Any proceedings pursuant to this Section 4 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.

Section 5: Additional Legal Terms

5.1 Right to Amend

We may amend or modify this Agreement at any time by posting the modified Agreement on our website, sending you a copy via email, or otherwise communicating the amendment to you through the Platform. Your continued use of the Platform or Services after we amend or modify this Agreement constitutes your consent to the revised Agreement.

5.2 Cancellations

Walimu is not responsible or liable for nonperformance caused by communication failures or nonperformance of Experts.

Cancellations of Bookings, whether with or without cause, or caused by events outside of your reasonable control, are subject to individual Guidance Service Listing Cancellation and Refund Policy. Please review it carefully before Booking a Guidance Service.

5.3 No Assignment

You may not assign this Agreement or any rights granted to you, including operation or management of your Account, without our prior written consent. Any attempt to do so without our prior consent will be void. We may assign this Agreement upon notice to you as part of a sale or transfer of part or all of our business. Any permitted transfer will inure to the benefit of and bind any successors in interest.

5.4 Disclaimers

WALIMU PROVIDES THE PLATFORM AND SERVICE TO LIST AND BOOK GUIDANCE SERVICES, AND COMMUNICATE WITH OTHER USERS. WE ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR PROVIDING, OR FOR THE QUALITY OR NATURE OF, ANY GUIDANCE SERVICE. EXPERTS AND LEARNERS, ARE INDEPENDENT THIRD-PARTIES AND ARE NOT AFFILIATED, CONTROLLED BY, OR EMPLOYED BY WALIMU. EXPERTS SET THEIR OWN PRICES, USE THEIR OWN RESOURCES AND COMMUNICATION CHANNELS, AND MAY CONDITION PROVISION OF GUIDANCE SERVICES AS THEY FEEL IS APPROPRIATE FOR THEMSELVES OR THEIR BUSINESS.

YOU UNDERSTAND AND AGREE THAT USE OF THE PLATFORM AND SERVICES ARE AT YOUR OWN RISK. WALIMU IS NOT RESPONSIBLE FOR PERFORMING AND DOES NOT PERFORM BACKGROUND CHECKS ON LEARNERS, GUIDANCE SERVICES, OR EXPERTS (INCLUDING CRIMINAL OR CIVIL CHECKS); DOES NOT REVIEW THE GUIDANCE SERVICES OR ENSURE THAT THEY COMPLY WITH EXISTING LAW, MEET ANY SPECIFIC REQUIREMENTS, OR ARE CONSISTENT WITH THEIR DESCRIPTION; AND DOES NOT GUARANTEE PERFORMANCE OF ANY USER OR THIRD PARTY. ANY INFORMATION PROVIDED TO YOU REGARDING LEARNERS, GUIDANCE SERVICES, OR EXPERTS IS ONLY PROVIDED TO FACILITATE YOUR USE OF THE PLATFORM AND IS PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY. WALIMU DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, THAT ANY INFORMATION PROVIDED THROUGH THE PLATFORM IS ACCURATE OR COMPLETE, OR THAT ANY LEARNERS, GUIDANCE SERVICES, OR EXPERTS WILL BE PROVIDED TO YOU AS DESCRIBED. WALIMU DISCLAIMS ALL RESPONSIBILITY FOR AND LIABILITY RESULTING FROM THE NEGLIGENCE, INTENTIONAL MISCONDUCT, OR CRIMINAL ACTIVITY OF ALL USERS OR THIRD PARTIES, OR ANY INJURY OR PROPERTY DAMAGE THAT OCCURS TO YOU, THIRD PARTIES, OR PROPERTY WHILE ACCESSING OR USING GUIDANCE SERVICES

THE PLATFORM AND SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR YOUR PARTICULAR USE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE DISCLAIM THAT THE PLATFORM OR SERVICES ARE FREE FROM ERROR OR VIRUSES; THAT THEY WILL NEVER CAUSE HARM; THAT THEY MEET OR BE SUITABLE FOR YOUR NEEDS OR REQUIREMENTS; THAT THEY ARE ALWAYS AVAILABLE; OR THAT THEY ACCURATELY REPRESENT GUIDANCE SERVICE PROVIDERS. WE EXPRESSLY DISCLAIM ANY OBLIGATION TO CORRECT ERRORS, EVEN THOSE THAT WE ARE AWARE OF, AND MAY CHOOSE TO DISCONTINUE OPERATION OF THE PLATFORM OR SERVICE, OR FEATURES OF EITHER, AT ANY TIME.

5.5 Representations and Warranties

By opening your Account, you represent and warrant that (a) you are authorized to use the Platform and Services and have authority to execute this Agreement; (b) that you have only one Account with us and have not had an Account terminated by us previously; (c) all information provided to us is accurate and complete; (d) you will not use the Platform or Services in violation of Law or the Community Guidelines, to commit fraud, to deceive other users, or for any other improper purpose; and (e) you are authorized to provide any Content to us.

When using the Platform or Services as an Expert, you further represent and warrant that (f) you are permitted under applicable Laws to List any Guidance Services provided; (g) your Listing of a Guidance Service and the Guidance Service itself comply with applicable Laws; and (h) you will reasonably facilitate the access to, and not obstruct the access to, the Guidance Service as Booked by Learners.

When using the Platform or Services as a Learner, you further represent and warrant that (i) you will comply with any Booking Agreements; (j) you will not use Guidance Services in a manner that violates Laws or Community Guidelines, or that facilitates the violation of either by third parties; and (k) that any payment Credentials provided to us may be used as described in this Agreement.

5.6 Indemnities

You will indemnify, defend and hold Walimu and its owner(s), agents, members, information providers, attorneys, or affiliates (collectively, “Walimu Affiliates”) harmless against all third-party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, “Claims”) arising from or related to (a) provision of your Guidance Services (for Experts)), or use of Guidance Services (for Learners); (b) Content you provide through the Platform; (c) your failure to comply with Laws; (d) your providing of information to us that is inaccurate or incomplete, (e) your breach of any of your obligations under this Agreement, and (f) any contract or other agreement between you and any other user other than through the Platform. This indemnification will survive termination of this Agreement.

5.7 Limitations of Liability

THE SITE OFFERS A MARKETPLACE FOR THOSE SEEKING GUIDANCE SERVICES TO CONNECT WITH THOSE SEEKING TO PROVIDE GUIDANCE SERVICES.

YOU UNDERSTAND AND AGREE THAT WALIMU HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE SITE AND THAT WALIMU MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT WALIMU IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE SITE, OF ANY USER. AS SUCH, WALIMU EXPRESSLY DISCLAIMS, AND EACH USER EXPRESSLY RELEASES WALIMU FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES AND/OR DAMAGES ARISING FROM AND/OR IN ANY WAY RELATED TO THE SITE, INCLUDING WITHOUT LIMITATION ANY ACTS AND/OR OMISSIONS OF USERS ON OR OFF THE SITE.

TO THE FULL EXTENT PERMITTED BY LAW, WALIMU IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE SITE, EVEN IF WALIMU HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (A) THE USE OF OR THE INABILITY TO USE THE SITE; (B) THE COST OR PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSION OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (D) CONTENT OR INFORMATION USERS MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL WYZANT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO WALILMU OR A WALIMU PARTNER, IF ANY, OR (B) $100 (WHICHEVER IS LESS).

YOU AND WALIMU AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND WALIMU AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS ARE FAIR AND REASONABLE.

IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE, EXCEPT AS MAY BE PROVIDED FOR IN THIS SECTION 18.

EXCEPT TO THE LIMITED EXTENT OF THE WALIMU FEES (AS DEFINED BELOW) UNDER NO CIRCUMSTANCES OR ANY LEGAL THEORY WILL WALIMU OR ITS OWNERS, AGENTS, MEMBERS, INFORMATION PROVIDERS, ATTORNEYS, OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, GENERAL, COMPENSATORY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER BASED UPON OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE PLATFORM OR SERVICES, OR GUIDANCE SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IF YOU ARE DISSATISFIED WITH THE PLATFORM OR SERVICES, OR ANY CONTENT CONTAINED THEREIN, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM AND SERVICES.

AS USED HEREIN, “WALIMU FEES” SHALL MEAN THE AMOUNT PAID BY YOU TO WALIMU, EXCLUDING ANY AMOUNTS THAT WERE PAID OR PAYABLE TO EXPERTS, FOR USE OF THE PLATFORM OR SERVICES.

THE LIMITATION OF LIABILITY SET FORTH ABOVE APPLIES TO THE EXTENT PERMITTED BY LAW.

5.8 Additional Terms for Users outside the US

We may allow for use of the Service to List Guidance Services outside of the United States. Where this is permitted, you will be required to ensure that your use of the Service, including Listing or Booking, as applicable comply with all Laws specific to your country, province, or region. European users may be required to provide information to assist with our collection of VAT or other indirect Taxes, or evidence of your exemption such Taxes.

5.9 Entire Agreement; Interpretation

This Agreement together with any Booking Agreement constitutes the entire agreement between you and Walimu governing your use of the Platform or Services. This Agreement supersedes all prior understandings or agreements between you and Walimu. As between you and Walimu, this Agreement controls over any conflicting terms in a Booking Agreement except where expressly stated otherwise and agreed upon in writing between the parties.

Any monetary amounts described in this agreement will be in USD and “$” will be read to mean United States Dollars.


------------------------

Independent Expert Agreement

 The Walimu Team

October 17, 2018  3:38 PM

 

This is a legal agreement ("Agreement") between you (“Independent Expert”) and Walimu LLC ("Walimu"). The parties expressly agree to transact and enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act ("UETA").

  1. Permission to use Walimu’s marketplace. Independent Expert acknowledges that Walimu provides an Internet-based marketplace for individuals seeking the services of a Expert to identify and retain the services of individuals seeking to provide Guidance services. By entering into this Agreement, Expert seeks permission to access Walimu’s marketplace subject to the terms and conditions set forth in this Agreement.
  2. Expert status. Independent Expert acknowledges that Walimu provides only an Internet-based marketplace for individuals seeking the services of a Expert to identify and retain the services of individuals seeking to provide Guidance services. Independent Expert further acknowledge that Walimu does not directly or indirectly engage Expert to render any services whatsoever and that any engagement of Expert’s services through the Walimu website (“Site”) is undertaken exclusively by the individual who has selected Expert through the Site to provide Guidance services ("Expert’s Learner"). Neither this Agreement, the Terms of Use, nor use of the Site creates an independent contractor, employee/employer, partnership, joint venture, or franchiser-franchisee relationship between Expert and Walimu. It is the parties' intention that Expert will be an independent business providing Guidance services and not an independent contractor of Walimu or Walimu's employee for any purposes, including, without limitation, the application of the Fair Labor Standards Act minimum wage and overtime provisions or any similar state law, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state income tax law, or any local income tax law, any state workers' compensation laws, any state unemployment insurance law, and any other federal or state law.
  3. Non-exclusivity. Expert and Walimu acknowledge that this Agreement is nonexclusive and Expert is free to engage in and simultaneously perform any employment or other services during the pendency of this Agreement. Nothing herein precludes Expert from advertising or providing Expert’s services to the general public. Expert may not advertise or offer to sell any goods or services for any commercial purpose on the Site that are not relevant to providing Guidance services on an independent basis.
  4. Hours/Cancellation Fee. Expert shall set Expert’s own hours and schedule Expert’s own sessions with Expert’s Learners. Expert shall determine Expert’s cancelation fee, if any, in the event a Expert’s Learner cancels or does not show for a session.
  5. Platform Fee. Expert exclusively determines and adjusts Expert’s session rate. Expert consents to a fee being added to their listing rate (“Platform Fee”) and authorizes Walimu to add this fee to subtotal of each transaction. The Platform Fee shall be set at 2% of the total transaction cost. Expert agrees that under no circumstances will Expert attempt to seek or receive compensation directly from Experts’s Learners.
  6. Payment system. Expert agrees to transact through by Walimu’s payment system and agrees not to subvert the payment system or to divert funds ordinarily payable to Expert through Walimu. Prior to commencing Guidance sessions or meeting with Expert’s Learners for any purpose, Expert must verify with Walimu that the prospective Expert’s Learner has submitted appropriate billing information to Walimu.
  7. Expenses. Expert acknowledges that Walimu will not reimburse Expert for any expenses incurred by Expert related to Expert’s rendering of services, including, without limitation, expenses associated with preparing for and administering sessions, educational and other materials, and transportation.
  8. Supplies. Expert acknowledges that Walimu will not provide any supplies, materials or equipment required by Expert to complete the services for which Expert’s Learner retained Expert. Without notice or approval of Walimu, Expert may enter into an agreement or arrangement with Expert’s Learner whereby Expert’s Learner provides some or all of the supplies, materials or equipment necessary for Expert to render the services for which Expert’s Learner retained Expert.
  9. Taxes. Expert is responsible for all federal, state, and/or local taxes due as a result of the services Expert provides to Expert’s Learners. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by Walimu on behalf of Expert. Expert understands that it is Expert’s responsibility to pay any applicable taxes.
  10. Benefits. Expert acknowledges that Expert is engaged in an independent business and not as an employee, and is not eligible to participate in any pension, health, or other fringe benefits plan of Walimu.
  11. Insurance. No Workers' Compensation Insurance shall be obtained by Walimu for Expert. Expert understands that it is Expert’s responsibility to comply with the Workers' Compensation Law.  Expert further understands it is Expert’s responsibility to obtain any other insurance coverage applicable to the services Expert provides to Expert’s Learners.
  12. Confidentiality. Expert acknowledges that, during the performance of services, Expert will have access to information relating to Learner's identity, address, contact information, and other personal information or requests for services ("Confidential Information"). Expert agrees that Expert owes a duty to Expert’s Learners, during the term of this Agreement and thereafter, to hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services consistent with this Agreement.
  13. Expert documents. Expert acknowledges that a copy of all documents created or received by Expert in connection with the administration of services performed hereunder ("Expert Documents") may be retained by Walimu and used for its administrative purposes. For purposes of this Agreement, Expert Documents does not include materials solely associated with the teaching of Sessions including Session plans, notes, outlines, tests and homework and Walimu acknowledges these materials belong to the Expert.
  14. Indemnity and hold harmless clause. Expert agrees to indemnify and hold harmless Walimu, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Expert of work performed in relation to this Agreement, including any act by Expert inconsistent with Expert's obligations and duties under this Agreement. Expert understands that Walimu offers an Internet-based marketplace for those seeking Guidance services to connect with those seeking to provide Guidance services. Accordingly, Walimu makes no representations to Expert about the suitability, character or background of any Walimu user (including, without limitation, Expert’s Learners or their parents or guardians), nor does Walimu perform any type of background check of users including, without limitation, Expert’s Learners or their parents or guardians). It is Expert's sole duty to exercise Expert’s own judgment, protocols and/or standards when considering whether to engage in Guidance services with a potential Expert’s Learners. Expert understands and agrees that it is Expert’s responsibility to conduct any and all background and reference checks regarding potential Expert’s Learners and other Site users. Expert is never obligated by Walimu to pursue any Guidance opportunity.
  15. Copyright Assignment. Walimu does not claim ownership of content that Expert provides on the Site including, but is not limited to, articles, lessons, worksheets, Expertials, files, testimonials, reviews, video submissions, and blog entries ("Site Content") and shall have no obligation of any kind with respect to such content. Unless otherwise stated herein, any Site Content that Expert provides in connection with the Site shall be deemed to be provided on a non-confidential basis. Walimu shall be free to use or disseminate such Site Content on an unrestricted basis for any purpose, and Expert grants Walimu an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish any Site Content (including in digital form). Expert represents and warrants that Expert has proper authorization for the worldwide transfer and processing among Walimu, its affiliates, and third-party providers of any information that Expert may provide on the Site.
  16. Assignment. Expert may not assign or transfer this Agreement without the prior written consent of Walimu.
  17. Academic Dishonesty. Expert agrees not to use the Site to engage in academic dishonesty (e.g., completing assignments, writing papers, taking tests on someone’s behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving a Expert’s Learner.
  18. Deactivation of Platform Use. Expert may deactivate their account at any time.  Walimu may deactivate an Expert’s account for the following reasons:

(a) Expert’s failure to meet Walimu’s platform vetting requirements.

(b) Expert’s material breach of this Agreement, Expert’s violation of the Walimu Terms of Use or Payment Policies, or misuse of the Site.

(c) Walimu’s good faith belief of Independent Expert’s misappropriation of Expert’s Learners from the Site for Independent Expert’s own pecuniary gain.

(d) Walimu’s good faith belief of entry of a restraining order or conviction of any felony or misdemeanor involving violence, sexual conduct, conduct involving a minor, abuse, fraud, larceny, or endangerment.

(e) Independent Expert’s failure to cooperate in good faith to resolve a Expert Learner’s complaint or excessive complaints.

(f) Independent Expert’s repeated failure to respond timely to direct contacts through Expert’s account.  

(g) For any other reason on 30 days written notice to Independent Expert.  

In the event Walimu terminates Independent Expert’s platform use, Walimu will provide an email notification of deactivation.  

  1. Amendment. This Agreement may only be amended or modified by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Independent Expert and, on behalf of Walimu, by its duly authorized officer. The parties agree that any amendment or modification hereunder may be transacted by electronic means within the meaning of the UETA provided that any such amendments or modifications otherwise comply with the requirements in this paragraph.
  2. Severability. If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
  3. Incorporation of terms of use. The Walimu Terms and Conditions are hereby incorporated into this Agreement.
  4. Governing law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Illinois, without regard to conflict of law rules.
  5. Arbitration. Any dispute between the parties related to this Agreement shall be resolved by binding arbitration in accordance with the Arbitration provision in the Walimu Terms and Conditions.

Entire agreement. This Agreement contains the entire agreement and understanding between the parties hereto in respect to the subject matter hereof and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them respecting the subject matter hereof, including all prior agreements, if any, between Walimu and Independent Expert, which agreement(s) hereby are terminated and shall be of no further force or effect.

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Sharetribe terms of use

Walimu is a web service built on the Sharetribe platform. The general terms of Sharetribe below apply also to the use of Walimu

Sharetribe is a social media service that allows its users to change favors and items and communicate with each other. The Sharetribe-service may only be used in accordance with these terms of use. The service provider reserves the right to change these terms of use if required. Valid terms of use can be found from Sharetribe’s website.

Rights of Content

The users themselves retain the right to all text, pictures and other content that they create in the service. The users allow others to utilize the content in accordance with the nature of the service and furthermore allow the service provider to file information and data and make changes that are necessary for the service or the study, however other rights are not transferred from the users, unless specifically otherwise agreed. The responsibility of the content lies with the user, who has produced it to the service. The service provider has the right to remove any material when it deems it necessary.

Disclaimer

No guarantees of the functioning of the Sharetribe service are given. The users are themselves responsible for their actions in the service and they should estimate the reliability of other users before dealing with them. The service provider can under no circumstances be liable for damage that is caused to the user. The user may not store any information or data in the service, and expect it to remain there.

The Removal of a User

The service provider has the right to remove any users from Sharetribe and terminate their right of use of the service without any specific reason and without being liable for compensation.

Applicable Jurisdiction

The jurisdiction that is applicable in this service and these terms of use is that of Finland, unless something else is required by binding law.