Terms & Conditions
1.1 These Terms and Conditions together with the Subscription Agreement form the agreement
between the parties (the “Agreement”). In the Agreement, words and phrases have the meaning
given to them in the Subscription Agreement and this Clause
1.2 “Access Method” means a method of electronic access to the
Seasonedprofessionalexperts.com.us website as specified in the Subscription Agreement.
1.3 “Seasonedprofessionalexperts.com Site” means
http://www.Seasonedprofessionalexperts.com.us or its affiliates (including
Seasonedprofessionalexperts.com.com or the equivalent application on mobile devices).
1.4 “Content” means Seasonedprofessionalexperts.com.us content provided or made available by
Seasonedprofessionalexperts.com to the Client under this agreement by the
Seasonedprofessionalexperts.com.us website or Seasonedprofessionalexperts.com administrators
only in any form and media, including without limitation any literary work (text, tables and
computations) and artistic work (including graphic works such as drawings, diagrams, maps,
charts, plans, videos and photographs) or other means of communication.
by clicking on the “Privacy” link located on the footer of every
Seasonedprofessionalexperts.com site page.
1.6 “Subscription Agreement” refers to the signed agreement between
Seasonedprofessionalexperts.com.us and the Client.
1.7 “Usage Rights” means the access and use of Seasonedprofessionalexperts.com current terms
of each Seasonedprofessionalexperts.com site page.
1.8 “User Data” means any data identifying a user.
1.9 “IPRs” means all present and future copyright, moral rights, database rights, trademark
rights, trade secrets and all related rights and neighboring rights and any other intellectual
property rights of whatsoever nature throughout the world whether or not registered or capable of
registration including all renewals and/or extensions thereof.
2. SEASONEDPROFESSIONALEXPERTS.COM SITE
2.1 Seasonedprofessionalexperts.com shall provide Clients with access to the
Seasonedprofessionalexperts.com.us Site via the Access Method.
2.2 The Client (including Employers and other users) shall keep confidential and shall not share
with any third party any “PASSWORD”, “ID” or similar code (if applicable) that it is provided
to facilitate User access of the Seasonedprofessionalexperts.com Site. This Clause shall not apply
to “IP” access.
2.3 The Client shall be responsible for obtaining and maintaining all terminals, telephone,
computer hardware and other equipment needed for access to and use of
the Seasonedprofessionalexperts.com website and all charges related thereto. The Client
acknowledges that the speed of the Seasonedprofessionalexperts.com Site will depend upon the
specification and quality of the Client’s own terminals, connection to the Internet and the extent
of the Client’s use of the Internet. Accordingly, Seasonedprofessionalexperts.com cannot
guarantee the speed of access to the Content within the Seasonedprofessionalexperts.com site.
3. USE OF CONTENT AND IPRs
3.1 Subject to the terms of this Agreement Seasonedprofessionalexperts.com hereby grants to the
Client a non-exclusive, non-transferable, non-sub- licensable license to allow the Users to: (a) use
Content for internal business use, personal use and for research and current awareness purposes;
and (b) use the Content in accordance with the Usage Rights.
3.2 Except as expressly permitted by this Agreement, the Client shall not copy, cut and paste
email, reproduce, publish, distribute, re-distribute, broadcast, transmit, modify, adapt, edit,
abstract, create derivative works of, store, archive, publicly display, sell or in any way
commercially exploit any Content (whether received from
Seasonedprofessionalexperts.com under this Agreement or otherwise) or use the Content for the
purposes of endorsement of a business, product or service.
3.3 The Client agrees and acknowledges that:
3.3.1 password access for the Seasonedprofessionalexperts.com Site is on the basis of one
password for use by one specific user or company only. Sharing of passwords is not permitted
either simultaneously or on a rotational basis;
3.3.2 No Content found on the Seasonedprofessionalexperts.com Site—unless expressly stated as
permitted under the Usage Rights of this Agreement—shall be forwarded by email or by any
other redistribution method within the Client organization or to unlicensed recipients outside of
the Client organization and no reproduction of Content found on the
Seasonedprofessionalexperts.com Site shall be hosted on any internal or external Client
3.3.3 Seasonedprofessionalexperts.com user data may not be forwarded outside of the Client
organization as part of a charged “paid for” service to other companies or persons or used for
commercial gain; and
3.3.4 The User Rights apply equally to the Client’s use of the Content via the
Seasonedprofessionalexperts.com Site and Third Party Service Providers (and any other
platform which Seasonedprofessionalexperts.com expressly permits under this agreement).
3.4 The Client shall not allow anyone other than employees or other authorized personnel to
access content via Third Party Service providers. The Client shall only provide authorized
personnel (such as employees, authorized contractors, or interns) with access to the
Seasonedprofessionalexperts.com Site via the Access Method and shall not provide access
to anyone other than authorized personnel.
3.5 Seasonedprofessionalexperts.com reserves complete editorial freedom in the form and
Content and may add to, edit, or remove Content at any time with or without notice.
3.6. Seasonedprofessionalexperts.com reserves the right to monitor Content usage by all Clients
(in terms of usage and frequency) during the term of this Agreement.
3.7 This Agreement does not constitute a sale of the Content and except wherein it is expressly
provided in this Agreement no rights or licenses, expressed or implied, are hereby granted to the
Client or users in respect to the Content. The Client acknowledges
Seasonedprofessionalexperts.com (or its licensees) is throughout the world the owner of all
IPRs subsisting in the Content. Nothing herein contained shall be construed so as to transfer any
IPRs in the Content to the Client or Seasonedprofessionalexperts.com users.
3.8 The Client acknowledges and agrees that: (a) all use of Seasonedprofessionalexperts.com’s
are Marks hereunder insures to the benefit of Seasonedprofessionalexperts.com, (b)
Seasonedprofessionalexperts.com’s Marks will remain exclusive property of
Seasonedprofessionalexperts.com, (c) nothing in this Agreement shall confer upon the Client any
right of ownership in Seasonedprofessionalexperts.com’s Marks, and (d) the Client shall not now
or in the future contest the validity of Seasonedprofessionalexperts.com’s Marks or take any
action in impairing the rights of Seasonedprofessionalexperts.com in its Marks.
3.9 The Client must not remove, shrink or otherwise modify the copyright or any other
proprietary notice or any branding or logo of Seasonedprofessionalexperts.com (or its
licensees) contained in any Content.
3.10 Any additional use of Content outside the scope of the rights granted within this Agreement
shall require express permission from Seasonedprofessionalexperts.com and may
incur additional costs.
3.11 The Client shall notify Seasonedprofessionalexperts.com if it becomes aware of any breach
of this Agreement, including the Usage Rights, by the Client or any other users.
4. USER DATA (If applicable)
4.1 If access to the Seasonedprofessionalexperts.com Site is provided via “Password Code” the
Client shall provide Seasonedprofessionalexperts.com with a list of authorized users, if
necessary, to provide access to the Seasonedprofessionalexperts.com Site.
Seasonedprofessionalexperts.com shall provide the Client with a “Password”, “ID” or similar
code for the purpose of the Client or individual user accessing
the Seasonedprofessionalexperts.com Site. The Client shall keep up-to- date records of any such
codes issued to employees and the names of the employees. The Client shall contact
Seasonedprofessionalexperts.com with updates to any list of users as required, including when
individuals cease to be employed or engaged by the Client. This Clause shall not apply to the
provision of Content via IP access.
4.2 The Client acknowledges that in order to use areas of the Seasonedprofessionalexperts.com
Site for which personalization is required the Client may be required to register with
the Seasonedprofessionalexperts.com Site. The Client acknowledges that both during and after
the Term, Seasonedprofessionalexperts.com may use and process any User Data provided to it
by a user in accordance with: (a) that User’s preferences; and (b)
Seasonedprofessionalexperts.com shall not be restricted from using any non-identifying data it
may receive as a result of User’s using the Content.
4.3 The Client acknowledges that Seasonedprofessionalexperts.com may provide any supplied
User Data to a third party that Seasonedprofessionalexperts.com has specifically engaged under
contract, in accordance with all applicable data protection laws and regulations, for the purpose
of that third party providing Seasonedprofessionalexperts.com Site services to the User.
4.4 The Client shall provide Seasonedprofessionalexperts.com with reasonable assistance in
complying with its obligations under applicable data protection and privacy laws insofar
as necessary to facilitate compliance with Seasonedprofessionalexperts.com’s obligations under
5. WARRANTIES AND LIABILITY
5.1 Each party warrants and represents to the other that it has the full power and authority to
enter into this Agreement.
5.2 Seasonedprofessionalexperts.com warrants and represents to the Client that: (a) to the best of
its knowledge the Content does not include any information or material which infringes the IPRs
of any third party, which is defamatory, or which is unlawful; (b) it has the right to grant the
license which is granted under this Agreement; and (c) it shall use reasonable care and skill in its
provision of the Content to the Client under this Agreement.
5.3 The Client warrants and represents to Seasonedprofessionalexperts.com that: (a) where it has
requested the Content to be delivered via Third Party Service Providers, that it is entitled to use
the Third Party Provider and has a valid subsisting agreement with the Third Party Provider for
the use of that Service; (b) the number of both employees and/or individuals as stated in the
Subscription Agreement is accurate as of the Start Date; (c) it is entitled to provide any User
Data relating to a User that may be provided by the Client to Seasonedprofessionalexperts.com;
and (d) that it shall ensure that the Users shall only use the Content in accordance with the terms
of this Agreement and shall not infringe any of Seasonedprofessionalexperts.com’s IPRs in the
5.4 Seasonedprofessionalexperts.com agrees to fully indemnify the Client against any damages
(including reasonable legal costs) which may be awarded by a court of competent
jurisdiction against the Client or may be agreed to be paid to any third party. With respect to any
claim that the Client’s use of the Content in accordance with the terms of this Agreement
infringes the IPRs of or is defamatory of such third party (such claim a TPP) provided that: (a)
the Client gives written notice to Seasonedprofessionalexperts.com of such TPP immediately on
becoming aware of it and does not at any time admit liability or otherwise attempt to settle or
compromise such TPP without Seasonedprofessionalexperts.com’s prior written consent; (b)
Seasonedprofessionalexperts.com shall have sole conduct of the defense or compromise of any
TPP and as between Seasonedprofessionalexperts.com and the Client shall have the sole right to
any costs and damages awarded as a result; and (c) the Client acts in accordance with the
reasonable instructions of Seasonedprofessionalexperts.com and provides
Seasonedprofessionalexperts.com with such assistance as it shall reasonably require, at
Seasonedprofessionalexperts.com’s reasonable cost, in respect of the conduct of such defense or
compromise. This indemnity shall be the Client’s sole and exclusive remedy in respect of a TPP
or any breach by Seasonedprofessionalexperts.com of the warranties provided by it in Clause 5.2
(a) or (b).
5.5 Each party warrants and represents to the other that: (a) it has and will continue to have full
legal authority to control and process data and that it will only control and process data in
accordance with all applicable data protection laws now existing or hereinafter enacted (and will
not cause the other party to breach the same) and within accordance of the terms of this
Agreement; and (b) it has in place and undertakes to maintain throughout the Term of this
Agreement appropriate technical and organizational measures against the accidental,
unauthorized, or unlawful processing, destruction, loss, damage or disclosure of data and that
adequate security programs and procedures are implemented to ensure that unauthorized persons
do not have access to any equipment used to process data.
5.6 It is hereby agreed that except as expressly set out in this Agreement and to the extent
permissible by law, all warranties, conditions, representations, terms, or undertakings, expressed
or implied, statutory or otherwise are hereby excluded.
5.7 Seasonedprofessionalexperts.com shall not have any liability to the Client to the extent such
liability arises as a result of a breach of this Agreement by the Client or a breach of the
Usage Rights by a User.
5.8 Neither party shall have liability to the other for: (a) any indirect, incidental, special, or
consequential loss or damage of any kind whatsoever or (b) by any loss of profits, loss of
revenue, anticipated savings, loss of business, or loss of data, arising directly or indirectly from
this Agreement whether such damages were reasonably foreseeable or actually foreseen.
5.9 Without prejudice to Seasonedprofessionalexperts.com right to payment of Fees owing, the
aggregate liability of either party arising out of or in connection with this Agreement
(whether for breach of contract, negligence, or otherwise) shall be limited to direct damages
which in no event shall exceed twice the aggregate amount of Fees paid or (if greater) payable by
the Client to Seasonedprofessionalexperts.com under this Agreement during the 12 month period
prior to that in which the claim arose.
5.10 The Client agrees that the limitations and restrictions on liability in this Agreement are fair
5.11 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a)
death or personal injury caused by its negligence; or (b) fraud or fraudulent misrepresentation; or
(c) any claim under an indemnity contained within this Agreement; or (d) any misuse of
Seasonedprofessionalexperts.com’s IPRs by the Client or the Users (including use of the Content
outside the scope of this Agreement); or (e) any liability which cannot be limited or excluded by
5.12 The Agreement does not give the Client any right against any Third Party Provider
contracted through Seasonedprofessionalexperts.com.
6.1 The Client shall pay the Fees as set out in the Subscription Agreement.
6.2 The Fee and all other charges are exclusive or value added tax (VAT) or any other sales or
similar taxes which are or may be applicable. The Fee shall be paid
to Seasonedprofessionalexperts.com in full without deduction of any taxes, withholding taxes,
charges and other applicable duties, which may be imposed. If the Client is required by law to
make a set-off, deduction or withholding then it shall pay such additional amount to ensure that
the net amount received by Seasonedprofessionalexperts.com is equal to the amount
Seasonedprofessionalexperts.com would have been entitled to receive under this Agreement in
the absence of any requirement to make such set-off, deduction or withholding. Client shall
provide Seasonedprofessionalexperts.com with a valid tax certificate evidencing such amount
withheld within 30 days of such set-off, deduction or withholding.
7. TERM AND TERMINATION
7.1 The Agreement shall commence on the Start Date and, subject to the terms of this
Agreement, shall remain in force for the Term specified on the Subscription Agreement. At the
end of the Term this Agreement shall automatically terminate.
7.2 Either party may terminate this Agreement with a 30-day written notice if: (a) the other party
is in material or persistent breach of any of the terms in this Agreement or in the case of a breach
capable of remedy have been notified of any such breach has failed to remedy the same within
14 days; or (b) the other party shall cease to carry on its business or shall have a liquidator,
receiver, or administrative receiver appointed to it or over any part of its undertaking or assets or
shall pass a resolution for its winding up or a court of competent jurisdiction shall make an
administration order or liquidation order or similar order, or shall enter into any voluntary
agreement with its creditors, or shall be unable to pay its debts as they fall due or any event
analogous to the other occurs in any jurisdiction.
7.3 Any termination of this Agreement is without prejudice to any other rights or remedies a
party may be entitled to under this Agreement or by law and shall not affect any accrued rights or
liabilities of either party. Termination of this Agreement shall not relieve the Client of its
obligation to pay Seasonedprofessionalexperts.com any outstanding Fees.
7.4 In any circumstances where Seasonedprofessionalexperts.com is entitled to issue a
notification of breach for the purposes of clause 7.2 (a) or terminate this Agreement, including
occasions when the Client fails to pay outstanding Fees due or fails to observe the agreed Terms
and Conditions of the Subscription Agreement, it may elect by written notice its provision of the
Content or any rights that it has granted in the Agreement to the Client without any liability and
without any suspension of the Client’s payment obligations, until such time as
Seasonedprofessionalexperts.com is satisfied that the breach is remedied or until
Seasonedprofessionalexperts.com elects to exercise its right to terminate the Agreement.
Each party agrees to keep confidential (both before, during and after the Term) the terms of this
Agreement and all information, whether written or oral, concerning the business or affairs of the
other (including information relating to the other party’s customers or suppliers, financial
information, projections, technology, product ideas, marketing plans or business plans) that it has
received or obtained from the other or may receive or obtain from the other and shall not use the
same without the prior written consent of the disclosing party for any purpose except as
expressly permitted under this Agreement. This obligation will not apply to information which is
in the public domain (other than as a result of a breach of any confidentiality obligation) or in the
case any disclosure required by law provided that Client shall use all reasonable endeavors and
act in good faith to consult with Seasonedprofessionalexperts.com wherever practicable before
disclosing such information. Each party agrees not to make any announcement regarding this
Agreement or the activities associated with it without the prior written consent of the other save
for any announcement made by the Client to authorized personnel.
9. DISPUTES AND GOVERNING LAW
9.1 Each party agrees to respond promptly to any issues referred to it by the other party relating
to this Agreement and shall seek to resolve any disputes arising through its Relationship
Manager as quickly and effectively as possible.
9.2 Subject to Clause 9.1, if the parties cannot satisfactorily resolve any dispute within 14 days
then that dispute shall be escalated to a Director (or equivalent) of both parties. If the parties
cannot satisfactorily resolve any dispute within 14 days of referral to a Director (or equivalent)
then either party may seek its legal remedies as provided in Clause 9.4.
9.3 Nothing in Clause 7 or 9 shall restrict either party from seeking immediate legal or equitable
relief for any infringement of its intellectual property rights (IPR).
9.4 All contractual and non-contractual claims arising from and/or in connection with this
Agreement shall be governed by and construed in accordance with the laws of the State of
Florida and the United States of America without regard to its conflicts of law, provisions and
the parties submitted to the exclusive jurisdiction of the federal and state courts located in
10. Third Party Providers (If Applicable)
10.1 Seasonedprofessionalexperts.com shall make the Content available to any Third Party
Service Providers referred to in the Subscription Agreement and shall authorize the Third Party
to make the Content available to the Client via the Third Party Service Provider subject to the
Client having a valid and subsisting Third Party Service Agreement.
10.2 The Terms of this Agreement shall not be affected in any way by the terms of the Third
Party Service Agreement or the performance of that Third Party Service Agreement by the
applicable Third Party and Seasonedprofessionalexperts.com shall have no responsibility or
liability to the Client in relation to that.
10.3 The Client agrees that it is solely responsible for the payment of any fees due to a Third
Party for use of a Third Party Service.