EXPERT SERVICE AGREEMENT

THE FOLLOWING AGREEMENT (THIS AGREEMENT) GOVERNS YOUR USE OF THE SERVICES PROVIDED BY VCITA (VCITA, “WE”, OR “US”). WE PROVIDE YOU (YOU) WITH A TECHNOLOGICAL PLATFORM (THE WEB-APP) ON WHICH YOU CAN PROACTIVELY INTERACT WITH AND MANAGE YOUR CLIENTS (YOUR USERS OR USER), ALLOW THEM TO VIEW YOUR BOOKING AVAILABILITY AND TO SCHEDULE APPOINTMENTS WITH YOU ONLINE IN ADDITION TO OTHER SERVICES WE PROVIDE, SUCH AS ONLINE VIDEO CONFERENCE SERVICES. YOU ARE FULLY RESPONSIBLE TOWARDS YOUR CLIENTS. YOU SHALL COLLECT FEES FROM YOUR CLIENTS THOUGH A THIRD PARTY PAYMENT GATEWAY, AS FURTHER DETAILED BELOW. WE ARE NOT RESPONSIBLE FOR YOUR CLIENTS, NOR ARE WE A PARTY TO THE PAYMENT PROCESS BETWEEN YOU AND YOUR CLIENTS. FOR USE OF OUR SERVICES YOU WILL BE CHARGED WITH A MONTHLY FEE AS SPECIFIED IN OUR PRIVACY POLICY. WE WOULD LIKE YOU TO READ OUR PRIVACY POLICY AND THE PARTNERSHIPS AGREEMENT, THE TERMS OF WHICH ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT.

vCita reserves the right to make changes, at any time, to the Web-App, this site and this Agreement. Your continued use of this site or the Web-App will constitute your acceptance of any new or amended terms and conditions.

REGISTRATION AND USER ACCOUNT

When you register for the use of the Web-App we will ask you to provide us with certain contact and personal details. You should update such information from time to time, and no later than 7 days after any change to it. Bear in mind that false, incorrect, or outdated information may prevent you from registering, and may impair our ability to provide you with the Web-App. Our use of your personal data is subject to our Privacy Policy. You will also be requested to register, if you are not already registered, with a third party payment gateway (such as “PayPal”) through which you shall collect your fees from your Users (the “Gateway”). You will provide us with your email as well as the unique identification for your account at the Gateway.

YOUR USER’S FEES

The Web-App allows you to create and send detailed invoices to your Users based on information you provide, including, but no limited to, the description of your company, the services you provide (the “Services”), any applicable taxes and so forth. Upon scheduling an appointment or ordering Services, your Users will be directed by the Web-App to make the required payment to your account at the Gateway through one of the payment methods recognized by the Gateway (including but not limited to credit cards, debit cards and bank accounts). The payments will be transferred by the Gateway to your account minus any fees payable to the Gateway in accordance with the Gateway’s specific terms of service. You hereby grant vCita permission to utilize any applicable technological means in order to facilitate the above mentioned connection between the Users, the Web-App and the Gateway. You are fully responsible for the determination and collection of the fees from your Users as well as for any dispute, chargebacks and refunds required by your Users, the Gateway or other financial institution involved in the payment process and we will not have any control or responsibility with regards to any of the forging.

WE ARE NOT RESPONSIBLE FOR THE INFORMATION YOU PROVIDE IN YOUR INVOICES OR FOR ANY FAILURE BY USERS TO MAKE DUE PAYMENTS OR FOR YOUR FAILURE TO COLLECT SUCH PAYMENTS.

OUR FEES

Our services are provided in consideration of a monthly fee as further detailed in our pricing page

IP OWNERSHIP

The audio and visual information, documentation, data, software, products, services, material and related graphics available on this site (“Materials”) and the Web-App are provided by vCita. The Web-App and the Materials contained on this site are protected by copyright laws, international copyright treaties, and other intellectual property laws and treaties.

As between you and vCita, vCita alone owns all rights, title and interest evidenced by, embodied in, and/or attached/connected/related to the Web-App and the Materials. vCita’s name, trademarks, service marks, logos and the product names associated with the services provided by vCita, are trademarks and/or service marks and/or trade names owned by vCita or third parties that licensed their rights to vCita, and no right or license is granted hereunder to use them. You may not reproduce, edit, modify, display, distribute or make any other use of the Web-App or the Materials, in any form or by any means, without vCita’s prior written consent.
vCita grants you permission to integrate the Web-App on your website and use it solely for the performance of the Services, provided that you do not modify the Web-App or any Materials and provided further that you retain all copyright and proprietary notices as they appear in the Web-App and Materials.

You expressly agree that our logos and other references to vCita such as “powered by vCita” will be displayed on the Web-App’s interface.

You may not use the Web-App or any content contained in the Materials in any manner that may give a false or misleading impression or statement as to vCita or any third party referenced in the Web-App or the Materials. You agree to use the site, the Web-App and the Materials accessible via the site only for lawful purposes.

We do not claim ownership over content, such as text and images that you upload through the Web-App. However, when you do so, you represent and warrant to us that you are the rightful owner of all rights to that content or that you are licensed by the rightful owners to post and use such content on the Internet through the Web-App, in accordance with this Agreement. Without derogating from the foregoing, vCita does not endorse or assume any responsibility with respect to content posted by you through the Web-App and marked improperly.

This Agreement does not convey to you any ownership interest in or to the Web-App, but only a limited and revocable right of use in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of vCita’s intellectual property rights which include, without limitation, unpatented inventions and ideas, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world and under any law, as well as any goodwill associated therewith. Use of the Web-App in violation of the limited license granted hereunder will result in the termination of this Agreement and may expose you to claims for damages. You agree to take all necessary steps to prevent any unauthorized disclosure or use of the Web-App, or any part thereof, by others.

RESTRICTIONS

Except as expressly permitted in this Agreement, you may not: (i) commercially exploit the Web-App or make it available to any third party in any way; (ii) display publicly, decompile, disassemble, reduce to human readable form, execute publicly, adapt, process, compile, translate, lend, rent, reverse engineer or combine the Web-App with other software or services; (iii) interfere in any manner with the functionality of the Web-App or use the Web-App in any way that breaches any code of conduct, policy or other notice applicable to the Web-App; (iv) copy any ideas, features, functions or graphics of the Web-App or any content, including the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Web-App (collectively, “Content”); (v) use the Web-App for commercial purposes (other than for the performance of the Services), including but not limited to, using the Web-App’s platform to send commercial email solicitation or advertisements or any unsolicited bulk e-mail or unsolicited commercial e-mail or any activities that violate anti-spamming laws and regulations; (vi) modify, alter or create derivative works of the Web-App, or any part of the Web-App, either by yourself or by a third party on your behalf, in any way or by any means whether electronic, mechanical, optical or others, other than expressly permitted in this Agreement; (vii) remove or tamper with any trademark, logo, copyright or other intellectual property notice appearing on or contained within the Web-App, whether of vCita or any other third parties; or (viii) otherwise use the Web-App not in compliance with the terms of this Agreement.

RESPONSIBILITIES AND ACCEPTABLE USE OF THE WEB-APP

You are solely responsible for the performance of the Services and the manner in which the Services are performed, and we will not bear any liability in connection therewith nor will we be responsible for any claim arising out of, or resulting from, the Services or their performance by you.

By using the Web-App, you represent to us that: you are at least 18 years old; you are qualified to provide the Services; and you will provide the Services in accordance with any professional rules and regulations which apply to you or to the field of practice in which the Services are being rendered, to the extent exist, and with any legal obligations imposed on you in connection with such Services.

You are responsible for all of the acts or omissions associated with your access and use of the Web-App and the access and use of the Web-App by anyone on your behalf. You undertake to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Web-App, including those related to data privacy, international communications and the transmission of technical or personal data.

You undertake to comply with any instructions concerning access to and/or use of the Web-App that vCita may offer from time to time.

You specifically agree not to, in any way: (i) access (or attempt to access) the Web-App by any unauthorized or automated means, other than through the interface that is provided by vCita; (ii) breach this Agreement or any other applicable rules and instructions that we may convey with respect to the use of the Web-App; (iii) interfere with or disrupt the integrity or damage the performance of the Web-App or any other computer system or network or circumvent or manipulate the operation, or functionality of the Web-App, including any hosting services provided by third parties to facilitate the Web-App; (iv) post false, inaccurate, or misleading content or content which is not compatible with the defined topics, or with the rules of behavior, in the Web-App; (v) use robots, crawlers and similar applications to collect and compile Content from the Web-App, for the purposes of competing with the Web-App, or in such ways that might impair or disrupt the Web-App’s functionality; (vi) impersonate any person or entity, or make any false statement pertaining to your identity, employment, agency or affiliation with any person or entity; (vii) collect or process personal information of Users without their explicit consent; (viii) be involved in any illegal activities, including promoting, transmitting, or otherwise making available gambling sites or services or disseminating, promoting or facilitating child pornography; (ix) violate the security or integrity of any network, computer or communications system, software application, or network or computing device involved in the Web-App; (x) interfere with the proper functioning of any system, including deliberate attempt to overload a system by mail bombing, or flooding techniques; (xi) send, store, provide or link through the Web-App to any content or material that contain or may reasonably be deemed as:

  • Infringing or violating intellectual property rights of other parties, including patents, copyrights and trademarks;
  • Software viruses, Trojan Horses, Worms, Vandals, Spyware and any other Malicious Applications or any other similar software or programs that may damage the operation of the Web-App;
  • Encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under applicable laws;
  • Constituting a violation of a person’s right for privacy or right of publicity;
  • Prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
  • Threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable;
  • Unsolicited commercial communications (“spam”), chain letters, or pyramid schemes.

Should vCita become aware that you have violated this Section (or any part of it), vCita shall be entitled, at its own discretion, to remove the content in violation immediately, terminate your account and notify the relevant authorities.

YOUR CONTENT

vCita reserves the right to review any content posted using the Web-App and delete, remove, block access to it, or refuse to upload it through the use of the Web-App, for any reason that vCita may consider to be justified in our sole discretion, including: (i) preventing misuse of the Web-App; (ii) when we deem the content to be in breach of this Agreement, or an infringement of any applicable law; (iii) when your user account is canceled, either by yourself or by us; and (iv) when the owner of content that you have posted on the Internet wishes it to be removed, whether as result of a person’s complaint, or of our own initiative.

We do not warrant or guarantee that any content that you wish to upload, store, provide, or link to through the Web-App, will be uploaded, stored, provided or linked to.

Nothing in the foregoing, however, shall impose on vCita any responsibility to check, review, screen or supervise any content posted on the Web-App, and nothing in the foregoing shall derogate from or relieve you of any of your representations, warranties and undertakings in this Agreement.

DISCLAIMER OF WARRANTIES

vCita intends for the Materials contained on this site to be accurate and for the Web-App to be reliable. The Materials and the Web-App may, however, contain technical inaccuracies, typographical errors or other mistakes. vCita may make corrections or other changes to the Web-App and the Materials at any time. vCita reserves the right to make corrections, modifications, enhancements, improvements and other changes to the Web-App and to its products, programs and services at any time, or to discontinue the Web-App or any other products, programs, or services without notice.

In addition, the Web-App’s performance is measured using specific computer and communication systems and components and reflects approximate performance of the tested products. Any difference in hardware or software may affect actual performance.

THE WEB-APP AND MATERIALS ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLEBASIS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE OF THE WEB-APP AND MATERIALS. VCITA ASSUMES NO LIABILITY FOR YOUR USE OF THE WEB-APP AND THE MATERIALS OR ANY APPLICATIONS OR ASSISTANCE PROVIDED BY VCITA.

NOTHING IN THIS AGREEMENT CONSTITUTES ANY WARRANTY OR REPRESENTATION ABOUT THE SUITABILITY OF THE WEB-APP FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

LIMITATION OF LIABILITY

IN NO EVENT SHALL VCITA BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF THIS SITE OR ARISING OUT OF THE USE OR PERFORMANCE OF THE WEB-APP OR THE MATERIALS AVAILABLE ON THIS SITE, REGARDLESS OF WHETHER VCITA OR AN AUTHORIZED VCITA REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

INDEMNIFICATION

This Agreement or elsewhere, you agree to indemnify, defend and hold harmless vCita and its officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on their behalf, at your expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim or demand by any third party, including Users, arising from or in connection with the use of the Web-App or the rendering of the Services, any of your actions or omissions with respect to the performance of this Agreement, any communications that you convey through the Web-App, or your breach of this Agreement (including, without limitation, any of your undertakings or representations thereunder) or any other terms, rules or regulations applicable to the Web-App or the Services, or your violation or infringement of other persons rights.

SPECIFIC NOTICE REGARDING LINKS TO THIRD PARTY SITES

This site and the Web-App may contain certain links that will let you access other websites that are not under the control of vCita. The links are only provided as a convenience and vCita does not endorse any of these websites. vCita is not responsible for the contents of any linked site or any changes or updates to such sites. vCita assumes no responsibility or liability for any material that may be accessed on other websites or reached through this site or the Web-App.

VCITA’S PUBLICATION OF INFORMATION REGARDING THIRD-PARTY PRODUCTS OR SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT REGARDING THE SUITABILITY OF SUCH PRODUCTS OR SERVICES OR A WARRANTY, REPRESENTATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES, EITHER ALONE OR IN COMBINATION WITH ANY VCITA PRODUCT OR SERVICE.

TRADEMARKS

The trademarks, service marks and logos used and displayed on this site or the Web-App are registered and unregistered trademarks and service marks of vCita and others. All other registered and unregistered trademarks used on the Site or the Web-App are the property of their respective owners. Except as provided herein, you are not granted, expressly or by implication, estoppel or otherwise, any license or right to use any vCita trademark, service mark or logo used or displayed on the site or the Web-App without the prior express written permission of vCita. When used with vCita’s permission, all trademarks must be identified as trademarks of vCita using the appropriate symbol (e.g., ™ or ®) at the first occurrence in the text of any published printed or electronic communications.

AVAILABILITY AND INTERNET DELAYS

The availability and functionality of the Web-App depend on various factors and elements, including software, hardware and communication networks, which may be provided by third parties. These factors are not fault free. We do not warrant or guarantee that the Web-App will operate without disruption, limitations, delays, errors or interruptions, or that it will be accessible, or available at all times, or immune from unauthorized access or error free.

TERM AND TERMINATION

THIS AGREEMENT IS EFFECTIVE FROM THE MOMENT OF YOUR ACCEPTANCE, BY CLICKING ON THE “I AGREEBUTTON (OR ANY SIMILAR BUTTON), AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS SECTION. vCita has the right to terminate this Agreement immediately, upon written notice to you. You have the right to terminate this Agreement immediately, upon written notice to us, provided, however, that any Fees that have been received by us prior to such termination shall be non-refundable.

The expiry or termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination or expiry, or any rights, obligations or liabilities specifically stated herein to continue in force after and despite expiry or termination.

NOTICES

vCita may give you notice (on behalf of vCita and of a User or other third parties, to the extent necessary) by means of a general notice on the Web-App or by electronic mail to your e-mail address on record in vCita’s account information or by a notice via the Web-App. Such notice shall be deemed to have been given upon the expiration of 48 hours after posting or 12 hours after sending by email. You may give notice to vCita at any time by email addressed to support@vcita.com. We reserve the right to publish – including on our website – any communications with you, as long as your personal details shall not be revealed without your prior consent.

MODIFICATION TO TERMS

vCita reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Web-App. Changes will take effect 7 days after vCita has posted an initial notification on the Web-App, unless such amendments are made in order to comply with legal requirements. In such cases the amendments will become effective immediately upon their initial posting, or as required.

You agree to be bound by any of the changes made in this Agreement, including changes to any and all documents, forms and policies incorporated thereto. Continued use of the Web-App after any such changes shall constitute your consent to such changes. If you do not agree with any of the amended terms, you must cease any further use of the Web-App. The date at the beginning of this Agreement indicates the last date that the Web-App Agreement was updated.

We advise you to periodically read the terms of this Agreement, as they may change from time to time.

CHANGES IN OWNERSHIP

We may transfer ownerships rights and title in the Web-App or in vCita (whether by way of merger, sale of shares, sale of assets, license or otherwise), to a third party, provided that your rights remain in effect according to this Agreement. In that case, all of the details and information pertaining to you will be passed on to the corporation receiving the rights in the Web-App and you hereby give your prior consent thereto.

SURVIVAL

The provisions of the intellectual property, disclaimer of warranty, limitation of liability and indemnification sections, shall survive the termination or expiration of this Agreement for whatever reason.

PRIVACY POLICY

vCita respects your privacy. Information obtained by vCita in respect of the use of the Web-App shall at all times be subject to vCita’s Privacy Policy which constitutes an integral part of this Agreement. The Privacy Policy is available at http://www.vcita.com/about/privacy_policy (the “Privacy Policy”). vCita reserves the right to modify the Privacy Policy in its discretion from time to time. Therefore it is recommended that you read the Privacy Policy periodically. Continued use of the Web-App after any such changes shall constitute your consent to such changes.

vCita implements information security systems and procedures to secure your personal information and to prevent unauthorized access to the Web-App and any information routed through or stored on the Web-App. To learn more about how vCita secures personal information, please see the Privacy Policy.

Notwithstanding the aforesaid, your use of User’s personal data shall be in accordance with this Agreement and your privacy policy located at your website. vCita is not responsible and will bear no liability to your privacy policy or to your compliance with it.

Cookies are alphanumeric identifiers that we transfer to your computer’s hard drive through your web browser to enable our systems to recognize your browser and tell us how and when pages in our website are visited and by how many people. Our cookies do not collect personal information, and we do not combine information collected through cookies with other personal information to tell us who you are or what your screen name or e-mail address is. The “help” portion of the toolbar on the majority of browsers will direct you on how to prevent your browser from accepting new cookies, how to command the browser to tell you when you receive a new cookie, or how to fully disable cookies. In addition to the information that you share with us, this web site uses standard log files. These logs include Internet Protocol (IP) addresses, browser type, Internet service provider (ISP), and page information in order to administer our website, refine content and flow, and to gather broad demographic information for aggregate use.

This web site does not target and is not intended to attract children under the age of 13. vCita does not knowingly solicit personal information from children under the age of 13 and does not send them requests for personal information.

CONTACT INFORMATION

All requests for further information or for permission to use the Web-App or reproduce any portions of the Materials in addition to the permission granted above should be directed to: support@vcita.com.

NO AGENCY

This Agreement and the use of the Web-App by you will not be construed as, and do not create, or imply a relationship of agency, joint venture, franchise or partnership between you and vCita, unless expressly stated herein. You may not make any representations, bind or hold yourself out as a representative of vCita.

MISCELLANEOUS

This Agreement shall be exclusively governed by the laws of the State of Delaware, without regard to the choice or conflicts of law provisions thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware. You agree to resolve any dispute or claim that you may have against us and to submit to personal jurisdiction in the exclusive jurisdiction of courts in Delaware. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The failure of vCita to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by vCita in writing. The section headings in this Agreement are included for convenience only and shall take no part in the interpretation, or construing of this Agreement. “Including”, whether capitalized or not, means without limitation. This Agreement may not be assigned by you without the prior written approval of vCita and any assignment without such prior written consent shall be null and void. vCita may freely assign its rights and obligations in this Agreement, in part or in full.

Last Updated: February 27, 2013