Independent Advisor Agreement
This is a legal agreement ("Agreement") between you, the Independent Advisor ("Advisor"), and Hindsight Advice, Inc. ("Hindsight"). The parties expressly agree to transact and enter into this Agreement by electronic means within the meaning of the Uniform Electronic Transactions Act ("UETA").
2. Description of Work. The Advisor will be responsible for providing advising sessions (video conference calls for personalized advice), performing application reviews (essay and resume reviews) and answering questions (as part of the Q&A panel and 1-on-1 mentorship).
3. Non-exclusivity. Advisor and Hindsight acknowledge that this Agreement is nonexclusive and the Advisor is free to engage in and simultaneously perform any employment or other services during the pendency of this Agreement. Nothing herein precludes Advisor from advertising or providing Advisor’s services to the general public.
4. Non-Solicitation of Hindsight Customers / Users. The Advisor cannot conduct a transaction with any customer / user they meet on our platform independently. In other words, all communications between The Advisor and a customer / user they meet on the platform must be exclusively limited to the platform, unless Hindsight advises otherwise.
5. Hours. Advisor shall set Advisor’s own hours and schedule Advisor’s own time to perform the Services. Advisor shall render services as needed to perform Advisor’s duties hereunder as set forth in the Description of Work.
6. Commission. Advisor shall receive the rate indicated under Hindsight’s Advisor Payment Policies for any services rendered to the students that have hired an Advisor through Hindsight ("Hindsight students").
Advisor shall be paid through the Hindsight payment processing system for any services rendered to Hindsight students. Under no circumstances is Advisor to attempt to seek or receive compensation directly from Hindsight students. Advisors will report the total amount of Services completed through the Advisor's administrative page on Hindsight's website (http://www.hindsight.io) or over e-mail to email@example.com. Advisor shall be paid in accordance with Hindsight's Advisor Payment Policies.
7. Payment System. Advisor agrees to abide by Hindsight’s Advisor Payment Policies. Advisor also agrees not to subvert the payment system or to divert funds ordinarily payable to Advisor through Hindsight.
8. Expenses. Advisor is solely responsible for all costs and expenses related to the services provided hereunder including, but not limited to, expenses associated with preparing for and providing the Services. Hindsight will not be liable to Advisor for any expenses incurred in the rendering of services.
9. Supplies. Advisor will provide Advisor’s own supplies and equipment.
10. Taxes. Advisor is responsible for all federal, state, and/or local tax purposes. Neither federal, nor state, nor local income tax, nor payroll tax of any kind shall be withheld by Hindsight on behalf of Advisor. Advisor understands that it is Advisor’s responsibility to pay any applicable taxes.
11. Benefits. Advisor acknowledges that Advisor is engaged in an independent business and is not eligible to participate in any pension, health, or other fringe benefits plan of Hindsight.
12. Insurance. No Workers' Compensation Insurance shall be obtained by Hindsight for Advisor. Advisor understands that it is Advisor’s responsibility to comply with the Workers' Compensation Law.
13. Work Authorization. The Advisor must be an American citizen or green card holder, and if not, must be legally authorized to work in the United States. The Advisor must be at least 18 years of age or older.
13. Confidentiality. Advisor acknowledges that, during the rendering of Services, Advisor will have access to highly confidential information including, but not limited to, student's identity, address, contact information, essays, resumes, application materials, documentation and other personal information including the requests for the Services ("Confidential Information"). Advisor agrees that Advisor owes a duty to Hindsight and such third parties, 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 and to use it only as necessary in carrying out the Services consistent with this Agreement.
Advisors further agree not to make copies of such Confidential Information except as necessary in the rendering of the Services
Advisors also agree that: (1) on the end of your association with Hindsight, they will promptly return all Confidential Information and all copies, extracts, and other objects or items in which it may be contained or embodied; (2) they will promptly notify Hindsight of any unauthorized release of Confidential Information; (3) they will follow Hindsight’s strict policy that advisors must not disclose, either directly or indirectly, any information, and (4) they understand and agree that any breach by you of the provisions in this section could cause Hindsight and/or Hindsight students to suffer irreparable harm and no adequate remedy at law would be available in respect thereof. Accordingly, you agree that upon any such breach, the Company shall be entitled to seek equitable relief, as well as such further relief as may be granted by a court of competent jurisdiction.
14. Advisor Documents. Advisor acknowledges that a copy of all documents created or received by Advisor in connection with the administration of services performed hereunder ("Advisor Documents") may be retained by Hindsight and used for its administrative purposes.
15. Indemnity And Hold Harmless Clause. Advisor agrees to indemnify and hold harmless Hindsight, its subsidiaries, affiliates, and their directors, officers, employees and agents, from and against any and all 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 Advisor of work performed in relation to this Agreement, including any act by Advisor inconsistent with Advisor's status as an Independent Advisor.
Advisor understands that Hindsight offers a marketplace for those seeking Advisor’s Services to connect with those seeking to provide Advisor’s Services. Accordingly, Hindsight makes no representations to Advisor about the suitability, character or background of any Hindsight user, nor does Hindsight perform any type of background check of users. It is Advisor's sole duty to exercise Advisor’s own judgment, protocols and/or standards when considering whether to engage in Advisor Services with each student or client. Advisor understands and agrees that it is Advisor’s responsibility to conduct any and all background and reference checks regarding other Hindsight users. Advisor is never obligated by Hindsight to pursue any Service opportunity.
16. Site Content. Advisor acknowledges that all site content submitted by Advisor will be the property of Hindsight and may be distributed by Hindsight at the company's sole discretion. Such content includes, but is not limited to, articles, worksheets, files, testimonials, reviews, video submissions, and blog entries ("Site Content").
17. Conflict of interest. Advisor acknowledges that the advisor has no conflict of interest in rendering the Services depicted in this Agreement and that the advisor is not a member of the admissions committee to any academic institution.
18. Term. This Agreement and the respective duties of the parties hereunder shall continue until terminated by either party in accordance with this Agreement. As mentioned above the agreement to maintain Confidential Information confidential will persist after the termination of the Agreement.
19. Assignment. Advisor may not assign or transfer this Agreement without the prior written consent of Hindsight.
19. Termination of Relationship. Either party may terminate this Agreement for any reason at any time.
20. 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 Advisor and, on behalf of Hindsight, 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 that any such amendments or modifications otherwise comply with the requirements in this paragraph.
21. 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.
23. Terms of Arrangement. Hindsight accepts an Advisor as user for an indefinite period, subject to the provisions of this Agreement. Advisors may be removed from the website in the past for a material breach of this agreement and for a failure to follow Hindsight's administrative procedures at Hindsight’s sole discretion.
24. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws, without regard to choice of law rules, of the State of New York.
25. Arbitration. Any dispute between the parties related to this Agreement shall be resolved by binding arbitration under the auspices of the American Arbitration Association and the rules promulgated by that body and before a single arbitrator chosen by Hindsight. The arbitration shall be conducted in New York, NY, and judgment of the arbitration award may be entered into any court having jurisdiction thereof. Hindsight may seek any interim or preliminary relief from a court of competent jurisdiction in New York, NY, necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration.
26. 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 Hindsight and Advisor, which agreement(s) hereby are terminated and shall be of no further force or effect.
Advisor Payment Policies
By registering as an Advisor with Hindsight ("the website," "website," "Hindsight.io"), you ("Advisor") agree that the following terms and conditions will govern all payments made to you by Hindsight students through the Hindsight system.
Conditions for guaranteeing receipt of payment for Advisor Services
Hindsight is a marketplace for those seeking advising services to connect with those seeking to provide advising services. Hindsight also provides a pass-through payment processing service to its users, meaning that payments distributed to advisors originate from their students. Hindsight offers advisors a layer of protection in the collection of their funds but, if any of the following conditions are not met and Hindsight becomes unable to collect your payment from the parent, student, or other type of account-holder (collectively, "student") to whom you gave an Advisor service, Hindsight cannot guarantee that your payment will be successfully collected, processed and distributed to you:
a) The Advisor's services does not violate the academic honesty, confidentiality policy or other conduct policies of the advisor's school, university, academic institution or workplace.
b) The Advisor does not collect or request payment directly from the student by cash, check or otherwise, for the Advisor Service.
c) The Advisor is over 18 years old and is eligible to work in the United States.
Payment and Commission Rates
If all the Conditions for guaranteeing receipt of payment are met, advisors can expect to receive their funds according to the following schedule. If there are questions about any of the conditions, payments may be delayed while Hindsight attempts to resolve the questions.
Funds will be released to the advisor at the end of each calendar month through a platform to be agreed upon between the advisor and Hindsight. In order for a payment for a Service to be included in a particular pay period, that Service must be provided and recorded 5 days prior to the payment date. The time between when the funds are released by Hindsight and made available to the advisor by the advisor's bank will vary and is controlled by the advisor's bank, not by Hindsight.
All Advisors agree to the following commission structure. Hindsight's commission varies depending on the service provided and the academic program for which the Advisor provides the advice. Student make offers for a service to advisors for one of the services. If advisors accept the terms of the service, including the price, then they get 70% of the offered price and Hindsight gets the other 30%.
Under no circumstances should the advisor receive payments directly from the Hindsight student.
All payments to Advisors are conditioned upon successful completion of the Services requested by the Hindsight students. In the rare circumstances in which a Hindsight student is unsatisfied with the Services provided by an Advisor, both the Hindsight student and the Advisor agree to give Hindsight power to mediate discussions and decide whether payment should be processed to the Advisor, after a careful evaluation. Hindsight students have 15 calendar days after the rendering of the Services to indicate dissatisfaction with the Services provided and formally request for the payment not to be processed. Hindsight is committed to both the students and the advisors equally.
1. General terms
Hindsight provides this Site to users seeking advising services ("Students") and to users seeking to provide advising services ("Advisors"), and to any other entity on whose behalf users accept these Terms. The term "you" or "You" or “User” or “Users” shall refer to Students, Advisors or any person or entity who views, uses, accesses, browses or submits any content or material to the Site. These Terms are entered into by and between Hindsight and you, and you accept them by: (a) contracting for advising services through the Site; (b) using the Site in any other manner; and/or (c) acknowledging agreement with these Terms. If you do not agree to these Terms, do not use the Site.
To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms, the Terms shall control. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
The Site offers a marketplace for those seeking advising services to connect with those seeking to provide advising services. As independent contractors hired by Students, Advisors control the methods, materials and all aspects of the services. Students are responsible for selecting the right advisor for their needs. In making hiring decisions, Students should review and investigate each advisor's self-reported credentials, education, and experience, as well as reviews from other students as they become available. Under no circumstances, does Hindsight or any of its Independent Advisors guarantee students admission into any academic program while using any of the services on the Hindsight platform, free or otherwise. Students agree that Independent Advisors will offer advice and guidance based on the Independent Advisor's experience through the application process with the objective of helping students improve their applications. However, students take sole responsibility to evaluate the advice provided and to decide whether or not to pursue this advice. Independent advisors do not offer any guarantee regarding the effectiveness of the advice provided through any of the services on the Hindsight platform for gaining admission into any academic program. Independent Advisors will not write essays or resumes or complete applications on behalf of the student. Students are solely responsible for completing and writing their application materials.
Hindsight controls and operates the Site from various locations and makes no representation that this website is appropriate or available for use in all locations. Hindsight services may not be available in your location, and available services may vary among locations. In addition, Hindsight will attempt to deliver all correspondence sent via the Site's messaging system and the Company’s e-mail as these options become available. Hindsight will not, however, guarantee delivery of all messages.
3. Academic honesty
You acknowledge and agree that Hindsight's services are provided for the purpose of facilitating knowledge sharing. You agree not to inquire about the hiring of or to hire advisors to complete applications on your behalf. Further, you agree not to use Hindsight's services for any purpose that violates the academic honesty policy or other conduct policies of your school, university, academic institution or workplace. Hindsight services are intended to connect advisors with students so that the former can provide advice. The advice should not include disclosing of information subject to confidential agreements such as interview questions from previous application processes.
4. Your obligations and conduct
In consideration of your use of the Site, you agree: (a) that you are of legal age and have capacity to agree to these Terms; (b) to provide accurate, current, and complete information about you as may be prompted by a registration form on the website ("Registration Data"); (c) to maintain the security of your password and identification; (d) to maintain and promptly update the Registration Data and any information you provide to Hindsight, to keep it accurate, current and complete; and (e) to accept all risks of unauthorized access to information and Registration Data. You are not permitted to use the Site or the services or submit Content to the Site if you are under the age of 13.
You are entirely responsible for all Content that you upload, post, or otherwise transmit through your use of the Site ("Content"). You agree not to upload, post or otherwise transmit Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Hindsight or other users of the website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Hindsight reserves the right to edit or remove Content that violates these Terms, that contains third-party commercial advertisements, or for any other reason it deems necessary.
You agree to use the Site in a manner that is lawful, relevant and proper to the applicable forum. Any use of the Site that Hindsight, in its sole discretion, finds inappropriate and/or offensive may result in suspension and/or termination of a User with or without notice. Conduct that is inappropriate and/or offensive includes without limitation the following:
Defame, abuse, harass, harm, stalk, threaten or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of others;
Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, hateful, distasteful, obscene or unlawful topic, name, information, materials or content;
Use the Site for any purpose that is in violation of local, state, national, or international law, including without limitation wage/hour and working condition laws and regulations;
Upload files that contain software or other material that violates the rights of any third party, including without limitation intellectual property rights or rights of privacy or publicity;
Upload files that contain viruses, Trojan horses, worms, time bombs, spiders, cancel bots, corrupted files, or any other similar software, malware or materials that may damage, interfere with, disrupt, impair, disable or otherwise overburden the operation of any device, computer system or network;
Take any action that would undermine any aspect of the Site;
Attempt to gain unauthorized access to the Site, other User accounts, or other device, computer system or networks connected to the Site;
Advertise or offer to sell any goods or services for any commercial purpose on the Site that are not appropriate or relevant to the Site;
Impersonate another person or allow any other person or entity to use your user name, password or membership;
Post the same content repeatedly or spam - spamming is strictly prohibited;
Download any file posted by another user that you know, or reasonably should know, cannot be legally distributed through the Site;
Access, download, or copy any information, content and/or materials from the Site through artificial means (including without limitation spiders, scrapers, hacking devices, computer programs, bots or other such means);
Reproduce, duplicate, copy, sell, re-sell or exploit any information, materials or content on the Site; or
Restrict or inhibit any other user from using and enjoying the Site.
By using the Site, you understand and agree that Hindsight may rely on the above Eligibility Conditions representations and warranties as true. You understand and agree that Hindsight may revise the Eligibility Conditions from time to time and require new conditions and certifications and that User will abide by such revised Eligibility Conditions or discontinue using the Site.
You hereby authorize Hindsight to verify the above representations and warranties by you and you acknowledge and agree that Hindsight shall have the right, but not the obligation, to verify such representations and warranties. You agree and understand that such verification may include, without limitation, conducting criminal background checks, sex offender registry checks, motor vehicle records checks, identification verifications, credit checks and/or use of available public records. You consent to any collection, use or disclosure in order to accomplish such verification. You further agree that Hindsight may take such action as it, in its sole discretion, deems appropriate, including without limitation suspending and/or terminating your use of the Site, should it determine that you have violated any representation or warranty.
The preceding paragraph notwithstanding, you understand and agree Hindsight does not conduct background checks of any User. You also understand and agree Hindsight neither confirms nor denies the validity of information provided by Users and that Hindsight does not verify that any or all of the Eligibility Conditions are met by Users. You understand and agree to make your own decisions and assessments about persons to engage and that it is your sole responsibility to conduct any background and reference checks regarding other users.
Hindsight expressly disclaims, and you expressly release Hindsight from, any and all liability whatsoever for any controversies, claims, suits, injuries and/or damages arising from and/or in any way related to: (a) any inaccuracy, untimeliness or incompleteness regarding a User's Eligibility Conditions and/or (b) misstatements or misrepresentations made by any User.
Hindsight reserves all of its rights under the Communications Decency Act, including without limitation its right to remove anything objectionable to Hindsight in its sole discretion. In addition, Hindsight reserves the right to remove access from any Advisor or Hindsight student for any reason at any time. Alleged improprieties by any User may be reported to Hindsight by email at firstname.lastname@example.org.
5. Third party reports
Hindsight may utilize third party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications ("consumer reports"). Hindsight does not endorse or make any representations or warranties regarding the reliability of such consumer reports or the accuracy, timeliness or completeness of any information in the consumer reports. Hindsight does not independently verify information in the consumer reports.
You hereby consent to Hindsight collecting, using and disclosing the information in the consumer reports. You understand and agree that Hindsight may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a User or to investigate a complaint about a User, but that Hindsight shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information. Hindsight reserves the right to suspend and/or terminate User based on information in the consumer reports or for any other reason in Hindsight's sole discretion.
6. Confidentiality of Hindsight information
You may obtain direct access via the Site to certain confidential information of Hindsight and its affiliates, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. All right, title and interest in the Confidential Information remains with Hindsight and its affiliates.
In addition Advisors acknowledge that, during the performance of Services, Advisor will have access to information relating to student's identity, address, contact information, essays, resumes, documentation and other personal information or requests for services which will also be considered as part of Confidential Information and should be treated in the strictest confidence. Advisor agrees that Advisor owes a duty to Hindsight and such third parties, during the term of their Independent Advisor 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 requested by the students.
The Terms impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Hindsight, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Hindsight adequate to afford Hindsight the opportunity to object to the disclosure.
7. Content submitted to the site
Hindsight does not claim ownership of the Content that you place on the website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein, any Content that you provide in connection with this website shall be deemed to be provided on a non-confidential basis. Hindsight shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and you grant Hindsight an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Hindsight, its affiliates, and third-party providers of any information that you may provide on the Site.
8. Terms of transacting business
You understand and agree to abide by Hindsight’s advisor and student payment policies. You agree that you are willing to pay all costs associated with the services through Hindsight. These costs include but are not limited to: (a) advisor’s commission rate; (b) the commission arrangement between the Advisor and Hindsight.
9. Third party verification services
Hindsight may make available one or more third party verification services that enable Users of the Site to inquire about information including, but not limited to, another User’s identity and criminal history. Use of a third party verification service is voluntary for both the party requesting the verification and the party undergoing the verification. You agree that Hindsight shall not be held responsible or liable in any way if any information provided by a third party verification service is inaccurate. When a third party verification service is used, you warrant that you will comply with the Fair Credit Reporting Act, 15 USC 1681.
10. Advertisements and promotions
Hindsight may run advertisements and promotions from third parties on the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Hindsight found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Hindsight is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Hindsight advertisers on the Site.
11. Content provided via links
You may find links to other websites or resources on the Site. You acknowledge and agree that Hindsight 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. Hindsight 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.
12. Intellectual property rights
Except as expressly authorized by Hindsight 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 Hindsight discloses to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership.
"Hindsight Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Hindsight uses in connection with its products and services. You may not remove or alter any Hindsight Trademarks, or co-brand your own products or material with Hindsight Trademarks, without Hindsight's prior written consent. You acknowledge Hindsight's rights in Hindsight Trademarks and agree that any use of Hindsight Trademarks by you shall inure to Hindsight's sole benefit. You agree not to incorporate any Hindsight 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 Hindsight 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.
13. Termination and suspension
Hindsight reserves the right to suspend and/or terminate any user with or without notice at any time in its sole discretion, for any reason or no reason. You agree that, if you are suspended and/or terminated, you will make no further use of the Site after termination or during suspension.
14. Disclaimer of warranties
USE OF THE SITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SITE, INCLUDING THE INFORMATION, SERVICES, AND CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS" BASIS. HINDSIGHT DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. HINDSIGHT MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE SITE.
HINDSIGHT MAKES NO WARRANTY OR REPRESENTATIONS THAT: (A) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (C) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM ADVISORS WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (D) ANY ERRORS IN THE SITE WILL BE CORRECTED.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE SITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
15. Limitation of liability
THE SITE OFFERS A MARKETPLACE FOR THOSE SEEKING ADVISORING SERVICES TO CONNECT WITH THOSE SEEKING TO PROVIDE ADVISING SERVICES. YOU UNDERSTAND AND AGREE THAT HINDSIGHT HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER AND THAT HINDSIGHT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT HINDSIGHT IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SITE. AS SUCH, HINDSIGHT EXPRESSLY DISCLAIMS 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.
USERS OF THE SITE TRANSACT BETWEEN THEMSELVES. HINDSIGHT WILL NOT BE INVOLVED IN ANY USER INTERACTIONS. HINDSIGHT IS NOT RESPONSIBLE FOR DISPUTES, CLAIMS, LOSS, INJURY, OR DAMAGE OF ANY KIND THAT MIGHT ARISE DURING AND AFTER USER INTERACTION.
YOU UNDERSTAND AND AGREE THAT HINDSIGHT HAS NO CONTROL OVER THE ACTS OR OMISSIONS OF ANY USER ON OR OFF THE SITE AND THAT HINDSIGHT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY OF THE SERVICES PROVIDED BY ANY USER. YOU UNDERSTAND AND AGREE THAT HINDSIGHT IS NOT RESPONSIBLE FOR THE PERFORMANCE OR CONDUCT, WHETHER ON OR OFF THE SITE, OF ANY USER. AS SUCH, HINDSIGHT EXPRESSLY DISCLAIMS, AND EACH USER EXPRESSLY RELEASES HINDSIGHT 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, HINDSIGHT 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 HINDSIGHT 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 HINDSIGHT'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 HINDSIGHT OR A HINDSIGHT PARTNER, IF ANY, OR (B) $100 (WHICHEVER IS LESS).
16. Assumption of risk
You agree and understand that you assume all risks when using the Site, including without limitation any and all of the risks associated with any online or offline interactions with other Users. You agree to take all necessary precautions when interacting with other users.
Any controversy, claim, suit, injury or damage arising from or in any way related to the Site, its use, its Advisor conduct, or the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect and before a single arbitrator chosen by Hindsight. Any such controversy, claim, suit, injury or damage shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any controversy, claim, suit, injury or damage of any other party. The arbitration shall be conducted in New York, NY, and judgment of the arbitration award may be entered into any court having jurisdiction thereof. Hindsight may seek any interim or preliminary relief from a court of competent jurisdiction in New York, NY, necessary to protect its rights pending the completion of arbitration. Each party shall assume its own costs of arbitration.
You agree that any material breach of the Terms will result in irreparable harm to Hindsight for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Hindsight will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Hindsight seeks such an injunction.
20. Notices; modification and termination of services; amendment of terms
Hindsight may provide notice to Users via email, regular mail, or posting notices or links to notices on the Site. Hindsight reserves the right at any time to modify, suspend or terminate the services (or any part thereof), and/or use of or access to them, with or without notice. Hindsight may also delete, or bar access to or use of, all related information and files. Hindsight will not be liable to Users or any third-party for any modification, suspension, or termination of service, or loss of related information. Hindsight may amend these Terms at any time by posting the amended terms on this Site.
21. Governing law
This Agreement shall be governed by and construed in accordance with the substantive laws, without regard to choice of law rules, of the State of New York.
22. Entire agreement
These Terms constitute the entire agreement between you and Hindsight relating to their subject matter, and cancel and supersede any prior versions of the Terms. You may not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use Hindsight or third-party products or services.
Information we collect
We also gather non-PII when you use the Site. Such data is compiled in aggregate and includes things like the referring URL and the type of browser you may be using to access the Site. This data is used to better understand and enhance the user experience on the Site. Hindsight may publish these statistics or share them with third parties without including PII.
User generated content posted through certain social networking preferences (e.g. pages you "Like" or "Follow") may be viewed by the general public. Accordingly, Hindsight cannot ensure the privacy of any PII included in such User generated content.
Use of Personally Identifiable Information
Hindsight does not disclose or sell your PII without your consent. We may use PII or other personal information you specifically give to us: a) to provide services to you through the System, b) to process transactions and billing, c) for identification and authentication purposes, d) to communicate with you concerning the System, transactions, security, privacy and administrative issues relating to your use of the System, e) to improve your response to and interaction with the System, f) to do something you have asked us to do, or tell you of services that we think may be of interest to you; and g) for administration of and troubleshooting regarding the System. Certain third parties who provide technical support for the operation of the System may need access to such information from time to time but are not permitted to disclose such information to others. Hindsight shares a minimum amount of information between advisors and students in order to facilitate the arrangement of services. We reserve the right to release non-personally identifiable information collected in aggregate, however.
Hindsight does not knowingly collect personally identifiable information from children under the age of 13. If you are under the age of 13, please do not provide your contact information or any other personally identifiable information to Hindsight. If you are the parent or legal guardian of someone under the age of 13 who may have provided us with information without your knowledge or consent, please contact us to have this information removed. All contact, including tutoring sessions, between a tutor and any minor should, of course, take place only in a supervised setting.
Legal requests and business transfers