July 11 2024
Seersite Client Agreement
This Agreement ("Agreement") is between Seersite LLC ("Company,” “Platform,” “Network,” “Site” or “We”) and an authorized Seersite User (“Client” “you”) who desires to purchase a service or product through the Site.
A. Platform Functionalities
You understand that Seersite is a professional network and marketplace platform for Users to connect with each other to share, exchange, sell and buy content, opinions, knowledge, information, ideas, writings, insights, trends, and observations related to a User’s intellectual pursuits, profession, career, education, or areas of expertise.
The Seersite Platform is also a neutral Marketplace in which Users can buy and sell products and services such as Expert Sessions and Panels.
By creating a Client Profile you are representing and confirming that you have the requisite authority to represent your business and you warrant and confirm you are not violating any duties, obligations or agreements you may have to/with your employer or any other person or entity.
You understand that by creating a Client Profile on the Platform you will have your own Client billing, team and management dashboard, separate from your personal Seersite Account and Professional Profile.
Our Terms of Use Agreement is hereby incorporated into this Agreement. You can re-review it HERE.
B. Marketplace Products
By signing this Agreement you may be eligible to participate as a Client in the Marketplace to purchase available products and services, including a one-on-one Expert Session or an Expert Panel.
An Expert Session is a one-on-one live scheduled phone or zoom call during which an Expert shares expertise and opinions with a Client.
An Expert Panel is when a Client wants to submit the same question separately to several experts via email or voice recording.
To purchase a Session or Panel, you will complete a Booking form on the Platform which includes a description of your project, as well as scheduling and compensation details.
Client agrees that all Sessions, Panels and other products and services must be ordered on a Booking form and must occur through the Seersite platform.
Client understands that Seersite is not a party to any transactions between Users, sellers, or buyers, nor does Seersight endorse or provide any warranties related to such transactions.
Client understands that transparency is a core value Seersite supports; consequently, all Sessions and verbal Panels will be recorded and transcribed.
C. FEES
You acknowledge and agree that your role in the Platform and Marketplace as contemplated in this Agreement is that of a customer, buyer, or seller.
You understand that each Expert decides his/her own fees and rates amount for each product and project in which s/he participates, including each Session or Panel. Seersight has no influence over the fees an expert charges.
Seersite charges a transaction fee for each Booking and reserves the right to offer Users additional products for a fee. Seersite’s fee does not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction.
You agree no additional compensation will be exchanged related to any transactions on or through the Platform other than the fee(s) and rates clearly stated upfront by an Expert and expressly agreed to on our Booking form.
D. Legal Compliance
You understand that Seersite does not screen its Users, Professionals, or Experts to determine an Expert’s appropriateness or suitability for a particular Booking, Session, Panel, service or project.
You understand that while Seersite’s proprietary algorithm is able to find experts who Client might be interested in for a particular project, unlike traditional expert networks, our process does not screen for potential legal conflicts, nor do we attempt to teach our Users or Experts securities laws such as insider trading.
You understand and agree that you will explain to each Expert the types of information you do not want the Expert to reveal during your communications with such Expert.
You understand that during the Booking process, we provide Clients access to a catalog of commonly asked questions that relate to potential conflicts and issues that may be relevant to Marketplace participants. Clients have sole discretion to choose which of the provided questions Clients would like prospective Experts to respond to, and Clients can ask each prospect their own due diligence questions prior to finalizing the Booking.
You understand and agree that you can opt to use the tools We make available to you for your due diligence of Experts; however, you understand and agree you have the sole legal obligation to conduct your own due diligence to determine whether a particular Expert is appropriate for your particular Booking, Session, Panel or other project.
When communicating on or through the Network, you agree not to disclose or solicit any confidential, proprietary, material, non-public information, trade secrets or any information that would violate the US insider trading laws, rules, regulations or the laws in your jurisdiction.
In seeking information from any Users on the Platform, including Experts, You agree to conduct your activities in accordance with applicable laws, ethical standards and rules of conduct in your particular industry including properly identifying your industry to the User and stating whether you are conducting research on behalf of institutional asset managers or investors.
You agree not to breach or cause any other person to breach any duty or obligation you may owe to your employer or others when you participate in a Booking, Session, Panel or other project.
You agree to comply with any applicable laws, policies, contractual restrictions, or other obligations when using the Platform, and if applicable, you will ensure the same of all of your and your affiliates’ employees or agents.
You agree not to disclose the name(s) or any personal identifying information about the experts who participate in any of your projects without obtaining prior express consent from each expert to do so.
You attest that you have complied and will continue to comply with all applicable laws governing bribery, money laundering, and other corrupt practices and you shall not, directly or indirectly, offer, give, pay, promise to pay, or authorize the payment of any bribes, kickbacks, influence payments, or other unlawful or improper inducements, in whatever form including gifts, travel, entertainment, contributions, or anything else of value.
You understand that you may not give, offer, promise, or authorize the offer of anything of value through the Platform to improperly influence a foreign government official, including employees of any foreign government-owned or controlled companies, as well as candidates for political office, political parties and their officials.
If you are a government official or employee, you agree you will not participate in a Booking, Session, Panel or project related to any government legislation, regulation, policy, contract, case or action over which you have any power, control, decision or vote.
You agree you will not participate in a Booking, Session, Panel or other project if you or your employer has a significant (for example, >5% of annual revenue) relationship with the company that is the subject of that particular Booking. If you are unsure or have any questions related to this issue, you agree to contact [email protected].
You understand and agree that Seersite, its Users and its Experts do not provide investment, legal, tax, financial, medical, or accounting advice and that Seersite makes no representation or warranty, express or implied, in respect thereof.
You agree that you will not solicit investment advice from Seersite, its Users or its Experts and if you are an investor you will use Seersite’s Products and Services as one piece of information in your overall investment process.
E. Consent
By signing this agreement, you give express consent to Seersite to attend, record, transcribe and share the transcripts from your Bookings, Sessions, Panels and other projects in which you participate. You understand Seersite undertakes these activities for legal compliance, fact verification, training and peer review, or other legitimate business purposes, regardless of the physical or geographical location in which these events take place.
You agree that your consent to Seersite’s attendance, recording, transcription and sharing of your communications is voluntary and you understand that you may withdraw your consent at any time. In accordance with applicable law, you will be given an opportunity to withdraw your consent immediately prior to a Session or auditory project.
F. Intellectual Property
Some content that Users share on/through Seersite may be protected by intellectual property laws. Nothing in this agreement shall be construed as a transfer of ownership of intellectual property rights.
You agree and understand that Experts and Professionals retain ownership of the intellectual property rights in the content that Experts and Professionals create and share on their individual Profiles, as well as any transcripts created from an Expert’s participation in a one-on-one Session or an Expert’s content in a Panel or other project.
G. No Conflicts
You agree your participation in a Booking, Session, Panel or other project will not create a conflict of interest between you and any other entity.
You agree that you will not participate in a Booking, Session, Panel or other project if you are bound by an applicable legal, employment, contractual, fiduciary, non-disclosure or other agreement, duty, or obligation that may present a conflict.
H. Privacy
You agree that Seersite may collect, retain, and process information about you and your company, including personal identifying information (“PII”) such as your name, email, address, mobile phone number, information from your LinkedIn profile and other social media sites, your CV or resume, your career, background, education, and other information relevant to your profile or your participation in projects effectuated through the Network.
You agree Seersite may contact you by email, text, telephone or otherwise to process and administer details of your Seersite profile/account(s), transactions, Bookings, and other projects, and to inform you of Network events or projects as they arise.
You understand Seersite does not use cookies and will not sell your PII to third party marketers.
You hereby agree that we may use your PII to accomplish administrative tasks related to the Network as outlined more completely in our Privacy Policy HERE.
You agree we may use portions of your PII with our third party vendors to complete administrative tasks such as information security, Network maintenance, financial transactions, data audits and background checks.
I. Transcriptions
You hereby give Seersite express consent to attend, record, and transcribe your auditory communications during Sessions, Panels and other products and services completed on or through the Network, regardless of the physical or geographical location(s) in which such communications take place.
When completing a Booking form, you will be asked in real time to consent to our attending, recording, and transcription of your auditory communications. If, at any time, you change your mind and want to withdraw your consent, you can cancel your Booking and any project. By moving forward with the Booking or other project and remaining engaged in an auditory communication after you are informed of our attendance, recording, and transcription process, you are consenting and agreeing to continue the communication(s) with our disclosed participation, recording and transcription.
J. No Warranties and Limitations of Liability
The Seersite site, services, products and content are provided to you "as is" and we make no guarantees that they will be accurate, safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections.
As stated in our Terms of Use Agreement HERE which is incorporated herein, to the extent permitted by law, we DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Seersite has no liability and Users release the Company from any losses, damages or other liabilities that Users may incur in any way arising out of or relating to this Agreement, their use of or reliance on the Services or content on the Network.
Under no circumstance will the Company be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to this Agreement, the Network, Bookings, Sessions, content, transcripts, products, services, other projects or your transactions through the Network however caused and on any theory of liability, including negligence.
Our total aggregate liability arising out of or relating to this Agreement and your use of the Platform will not exceed the greater of $100 or the total amount you have paid Seersite in the past twelve months.
K. Other provisions:
The terms and conditions of this Agreement shall be interpreted in conjunction with our Terms of Use Agreement. However, this Agreement will prevail over any other conflicting or supplementary terms or conditions set forth in any other similar agreement, electronic data room, website, portal or other electronic medium (or any information or materials contained therein) that purport to govern access or use of the Network.
If we fail to enforce any of these Terms, it will not be considered a waiver. Any amendment to or waiver of these Terms must be made in writing and signed by us.
You understand that you cannot transfer any of your rights or obligations under this Agreement to anyone else without our prior written consent.
All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of Delaware. Any dispute arising out of this Agreement will be resolved by one judge in a civil action in a court in the State of Delaware. The venue will be in the State of Delaware.
Changes to Agreement
Seersite reserves the right to modify this Agreement at any time. User will only be notified of significant, material changes through the Platform and continued use of the Platform after changes signifies your acceptance of the modified Agreement.
Enforceability
If any provision or term of this Agreement is deemed invalid, illegal or unenforceable by any law, judgment or public policy, all other provisions and terms shall remain in full force and effect.