Bank Terms

TERMS AND CONDITIONS OF PROFESSOR EXPERT BANK 

 Table of Contents

Overview

Participation in ProfessorExpert Bank

Continuing Service and Transaction Fees

Administration of Professor Expert Bank and Professor Expert Trade Coins

Breach of Rules; Prohibitions

Intellectual Property; Website Usage; Member Information

1.0 OVERVIEW 

1.1. These Site Rules ("Rules") are part of the Member Agreement between you as a Professor Expert Bank Member ("Member") and ALUZA INC ("Professor Expert" and “http://ProfessorExpert.com”). They describe the terms and conditions applicable to your use of the Professor Expert Bank ("Bank"), and your use of our services under the domain and sub domains of www.ProfessorExpert.com (the "Website"). All terms defined in the Member Agreement shall have the same meanings in these Rules.

1.2. Opening and continuing to use a Professor Expert Bank Account ("Account") as a Member constitutes your acceptance of all terms and conditions of these Rules as most recently published by Professor Expert. If you do not agree to be bound by these Rules, you cannot be a Member or use or access our services. In addition to these Rules, Members must read, agree, and accept all of the terms and conditions contained in our Member Agreement and Privacy Policy. We may amend these Rules at any time by posting the amended terms on the Website. All amended terms shall be effective immediately upon posting on the Website. In addition, we will attempt to notify you of amendments by email. These Rules are effective upon our acceptance of you as a new Member, and are otherwise effective on April 2, 2012 for all Members.

2.0 PARTICIPATION IN PROFFESSOR EXPERT BANK 

Nature of the Parties

2.1. Professor Expert is a provider of the Services described in the Member Agreement.

2.2. Member is a business entity, education professional, or approved individual that desires to exchange its products, services, materials and/or labor ("goods and services") with other members of the Bank (or other permitted parties), accepting "Professor Expert trade coins" (defined in Section 4.1. below) as payment, and subscribes to Professor Expert's record keeping, payment processing and related services.

Member Eligibility

2.3. General Eligibility. Only individuals and businesses who are Members in Good Standing (defined in Section 2.15. below) can obtain an Account and transact through the Bank. We reserve the right to approve, deny, suspend, or terminate membership or use of an Account by any business or individual, in our sole discretion, for any reason or no reason. Our services are available only to, and may only be used by, business entities or individuals who can form legally binding contracts under applicable law, including those with respect to payments, transactions, and fees. If you are registering as a business entity, you represent that you have the authority to bind the entity and all its authorized signatories to our Member Agreement. Our services are not available to children (persons under the age of 18) or to temporarily or indefinitely suspended Members.

2.4. Skill Exchange Bank Eligibility ( also referred to as “Trade Bank” ). Registration for usage of the Bank is separate from the general Professor Expert website registration. Professor Expert general website Members in Good Standing who express interest in becoming Bank members will be approved for the Bank  after the initial review, subject to Terms and Conditions of Bank Usage as stated below.

Conduct of Transactions

2.5. Legal Right to Sell Listed Products and Services. You may list on the Bank only those products and services that you have the legal right to sell and/or trade through the Bank. Only Members holding the appropriate license may trade/sell products or services that are permitted to be traded/sold only by licensed sellers under federal, state or provincial, and local law, including but not limited to travel services, alcohol, real estate, insurance, professional services and securities.

2.6. Member Listings. All listings of products and services of a Member (including, without limitation, listings in local, regional, or national directories, Website listings, email broadcasts, and other printed materials) must comply with the Rules. We reserve the right to remove any Member listing or change its location on the Website. Members are not permitted to manipulate, alter, interfere with, or otherwise affect another Member's listings. It is the Member's responsibility to determine the legality of any listing.

2.7. Selling Products and Services for Professor Expert Trade Coins. You agree to sell products and services for Professor Expert trade coins in accordance with the terms and conditions set forth in these Rules at prevailing or normally advertised prices, but you may exclude "sale" items. You agree to sell your products and services for 100% Professor Expert trade coins, except for tax and shipping costs, and except in the case that the listing chooses the 50/50 option allowing a portion of the payment to take the form of cash. A buyer in a  50/50 transaction involving the Bank (a "Buyer") and seller in a 50/50 transaction involving the Bank (a "Seller") may negotiate for a portion of the Professor Expert trade coins in a single transaction to be paid in cash. Any required cash payments, e.g. shipping or tax, are the sole responsibility of the Buyer and Seller and are not the responsibility of Professor Expert. We are not a guarantor of any Bank transaction. Our only responsibility is to record transactions according to the terms and conditions outlined herein, and Professor Expert is not responsible for the interpretation or fulfillment of any of the obligations of the Buyer and Seller.

2.8. Transaction Procedure. We will process the transfer of Professor Expert trade coins represented by online transactions only when the procedures outlined below are followed:

2.9.1. Online Transactions.

 Members who wish to use the Website to list a product or service for trade, make a trade, or make a admin fee payment, must enter their approved password. It is important that you guard the identity of this password because the use of the password to make a purchase represents your consent as Buyer to debit your Account;

 Seller and Buyer must both approve a transaction initiated on the Website by a Buyer, resulting in the transfer of Professor Expert trade coins from Buyer's Account to Seller's Account; and

When using Services on our Website, you are subject to any posted policies or rules applicable to services you use through the Website, which may be amended from time to time. All such policies or rules are hereby incorporated into these Rules. For additional terms and conditions governing your use of the Website, see Section 6.2 of these Rules, "Website Usage."

It is the responsibility of the Buyer to notify Seller that Buyer is paying with Professor Expert trade coins prior to making a Bank purchase. Buyer understands and agrees that by entering into a Bank transaction Buyer authorizes Professor Expert to debit Professor Expert trade coins from Buyer's Account for the amount of the transaction, and charge Buyer all applicable transaction fees.

Seller understands and agrees that by approving or entering into a Bank transaction with Buyer, Seller authorizes Professor Expert to credit Professor Expert trade coins to Seller's Account for the amount of the transaction, and charge Seller all applicable transaction fees.

Professor Expert is not under any obligation to review transactions after the date of the transaction posting. We may, in our sole discretion, review a transaction if we deem it appropriate. When a review is undertaken due to a Member complaint, such review may lead to the reversal of the transaction. Notwithstanding the foregoing, we have no obligation to monitor or evaluate members' actions or inactions, or the fairness or lawfulness of any transaction conducted through the Bank.

2.10. Transaction Assistance. We intend to use reasonable commercial efforts to assist Members to transact among themselves by making Member information available on the Website and maintaining current Member information. In addition, we may appoint, at our sole and absolute discretion, independent persons, or entities as Brokers to provide information on Members' products and services available through the Bank. Whenever you either enter into a transaction, or make an offer to enter into a transaction through the Bank, you acknowledge that (i) the sole parties to any Bank transaction are the Buyers and Sellers involved and not Professor Expert (unless Professor Expert notifies a Member in writing that Professor Expert is acting as a Buyer or Seller in a transaction), (ii) each transaction is entered into voluntarily and incurs normal risks associated with any business transaction, (iii) each Member will engage in appropriate due diligence, with the assistance of professional counsel and consultants if appropriate, prior to entering into the transaction, and (iv) Professor Expert is not a guarantor of any transaction or Professor Expert trade coins transfer or liable in any manner for damages related to the transaction. We will use reasonable commercial efforts to record transactions accurately and to administer the Rules in accordance with their terms. However, the initiative for using our services for your economic benefit is exclusively yours and Professor Expert does not guarantee or warrant any level of business through the Bank.

2.11. Safe Transactions. You bear sole responsibility for the authentication of the identity of any person with whom you may transact. You acknowledge that authentication is difficult, particularly on the Internet, and that Professor Expert does not confirm any person's purported identity. You should communicate directly with potential trading partners and establish your own standards for identity authentication. You should use caution, common sense and practice safe transactions when using the Bank. There may also be, and you accept full responsibility for, any risks associated with dealing with foreign nationals and persons acting under false pretense.

2.12. Availability of Products and Services. Professor Expert is not responsible if Member cannot find, and does not represent, warrant, or guarantee that Member will find, specific products or services to purchase, or customers for their products and services within the Bank.

2.13. Prohibited Products and Services. No Member shall offer for sale or purchase any product or service through the Bank in a manner that violates federal, state, provincial, or local law, and no offer to sell or purchase any such prohibited product or service shall be deemed to be authorized by Professor Expert. Only Members holding the appropriate license may sell products and services that are permitted to be sold only by licensed sellers under federal, state, provincial, or local law, including but not limited to travel services, alcohol, real estate, and professional services.

2.14. No Control over Member and Third-Party Information. We are not responsible for, and do not control, represent, or endorse the accuracy, reliability, integrity, or legality of any information provided by Members, Brokers, and third parties available through the Bank, including information that is transmitted on behalf of Members by Brokers or their employees. Members and third parties are solely responsible for their respective information.

2.15. Definition of "Member in Good Standing." A Member who (i) has completed a Member Application and accepted our Member Agreement; (ii) complies with the current Rules and any other agreements in effect with Professor Expert, (iii)  is not in Default (defined in Section 5 - Breach of Rules; Prohibitions; Termination), and (iv) has a valid Member account, is a "Member in good standing." Only Members in good standing are entitled to the services of Professor Expert.

2.16. Advertising Authorization. Unless we are otherwise notified in writing, you authorize us and our Brokers to inform other Members of the availability of your products and services. This authorization includes, without limitation, listings in local, regional, or national directories, Website listings, social sites ( ex. Facebook, Twitter ), e-mail broadcasts, and other printed materials. You acknowledge and agree that Member information that will be publicly available may be the name of the business, address, contact person, telephone number, fax number, email address, website URL, and product and service availability. We are neither a party to these sales listings nor responsible for their accuracy. Any inaccuracies should be immediately reported to us, in writing. We reserve the right to restrict or deny the publishing or promotion of products and services that we, in our sole discretion, deem to be inappropriate.

2.17. Consent to Receive Electronic Mail from Professor Expert. You hereby expressly consent to receive from us (and from our Brokers) electronic mail messages that we may send from time to time, in our sole discretion, containing information promoting the sale, lease, or other disposition of products and services made available through the Bank, or containing information regarding the operation of the Bank. You agree that we are not responsible for, and do not control, represent, or endorse the accuracy, reliability, integrity, or legality of any email, advertising, or other information provided by Members or Brokers.

2.18. Products or Services sold by Professor Expert. Although not normally involved in the transaction, Professor Expert may on occasion act as principal but only after notifying Members in writing that it is acting as a Buyer or Seller in a particular transaction. Posted Bank ad is considered in this regard.

ON ALL PRODUCTS OR SERVICES OFFERED OR SOLD BY PROFESSOR EXPERT, ALL PRODUCTS OR SERVICES ARE SOLD "AS IS, WHERE IS." PROFESSOREXPERT MAKES NO WARRANTY EITHER EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCTS OR SERVICES SOLD IN TRANSACTIONS IN WHICH PROFESSOR EXPERT MAY ACT AS PRINCIPAL, AND BUYER SHALL LOOK SOLELY TO THE MANUFACTURER, DISTRIBUTOR OR RETAILER OF SUCH MERCHANDISE FOR ANY WARRANTY.

2.20. Taxes. Members shall be solely responsible to collect, remit, declare, and report all applicable federal, state, provincial, local, and municipal taxes, including appropriate sales and excise taxes, resulting from any transaction involving Professor Expert trade coins to the appropriate taxing authorities as required by law. Under no circumstances are we responsible to pay any sales, excise, use, or other taxes on behalf of any Member. Transactions involving Professor Expert trade coins are generally treated as taxable events for federal, state, provincial, and local tax purposes. It is your responsibility to seek independent professional tax advice as needed. The declaration and reporting of applicable taxes resulting from Professor Expert trade coins transactions rests solely with you. You agree to indemnify and hold Professor Expert harmless for any actions we take to comply with federal, state or provincial, and local laws.

Disputes

2.21.1. Transaction disputes concerning the quality, fulfillment, or deliverability of products and/or services purchased are between the Buyer and Seller ONLY, and Professor Expert has no responsibility in connection therewith other than recording transactions. You should exercise the same discretion in evaluating sellers, inspecting products, conducting due diligence, and ensuring delivery in Professor Expert trade coins transactions as you do in cash transactions. We are not responsible for use of Professor Expert trade coins by unauthorized persons or for transactions that do not comply with the Rules, nor are we under any obligation to reverse unauthorized or noncompliant transactions.

2.21.2. In situations in which Buyer disputes having entered into a transaction, it shall be the responsibility of the Seller or the Seller's Broker to provide Professor Expert with written verification from the Buyer authorizing the transaction. Professor Expert is under no obligation to reverse transactions but will do so if a we deem there is a valid reason. If a transaction is reversed, Member may still be charged the appropriate transaction fees. The reversal pertains only to the use of Professor Expert trade coins, not the monetary part, in the case of the mixed trade ( half-half).

2.21.3. In situations in which Buyer disputes the fulfillment or deliverability of products and/or services, it is the Buyer's responsibility to notify us. Professor Expert, in its sole discretion, will determine, in accordance with these Rules, whether or not the dispute warrants its involvement. In cases in which disputes are deemed valid Professor Expert will notify the Seller of the dispute, requesting a response. Upon receipt of Seller's timely response, we will review all available information and Professor Expert will determine in its sole discretion whether the transaction remains as posted, or if the transaction shall be reversed. Failure of Seller to respond to the Dispute, in most cases, result in the disputed transaction being reversed.

2.21.4. If you have three (3) Transaction Dispute Forms filed against you within a one (1) year period which we deem to be valid disputes in accordance with these Rules, you may be deemed to be in Default (defined below) and your Account may be terminated in accordance with Section 5 - Breach of Rules; Prohibitions; Termination. 

3.0 BANK TRANSACTION FEES

3.1. Each Member will pay Professor Expert transaction fees for sales and purchases, and possibly other fees (collectively, "Fees"). Fees are due upon initiating a transaction at the Bank. Professor Expert admin fees are payable through Paypal. All Fees that are not payable in Professor Expert trade coins are sometimes referred to herein collectively as "Cash Fees." Cash Fees must be paid by cash, check, cashier's check, money order, electronic funds transfer ("EFT") or credit card. Fees include the following:

3.2. Transaction Fees. All transactions incur a cash Admin Fee of $10.00 USD per transaction. Buyer and Seller will each pay $5.00 USD per transaction. This fee is due and payable upon the agreement of Members to enter into an exchange process and is required before Members can claim  the change in Professor Expert coins balance.

3.3. Fees Are Non-Refundable. Unless otherwise agreed in writing by Professor Expert, your payment of Fees to Professor Expert is non-refundable. If Buyers or Sellers do not complete a posted transaction, the posting of a transaction is disputed, or if a previously posted transaction is reversed, we will not be obligated to refund any Fees we have received. In certain circumstances, a Fee credit may be approved and applied to your Account. In which case, the Fee credit will be reduced over time as new Fees are assessed to the Account.

3.4. Modification of Fees. We may modify our Fee policy and the Fees assessed to your Account at any time in our discretion, by written or email notice, or by posting the amended terms on the Website. Even in the absence of a transaction, the implemented changes will apply to your Professor Expert trade coins balance in your Account and any pending (but not yet authorized) or future transactions by you or any Authorized User.

3.5. Forfeiture of Professor Expert trade coins. If an Account is closed for any reason, any Professor Expert trade coins in such Account will be forfeited. In Professor Expert's sole discretion, the Account may be reinstated and the Professor Expert trade coins returned to such Account.

3.6. Joint and Several Liability. If a Professor Expert Account is opened, Member and any Authorized User hereby assume joint and several responsibility for all transactions, Fees, and negative  Professor Expert trade coins balances as outlined in these Rules.

4.0 ADMINISTRATION OF THE BANK AND PROFESSOR EXPERT TRADE COINS

4.1. Nature of Professor Expert trade coins. The term " Professor Expert trade coins " refers to a book entry with an assigned arbitrary value that serves as a practical method of recording the value of every transaction that results in a transfer of products and services among Members of the Bank. Professor Expert trade coins denote the right to receive products or services available from other Members, or the obligation to provide products or services to other Members. Professor Expert trade coins are not legal tender, securities, or commodities, are not an obligation of Professor Expert, and cannot be redeemed for cash or legal tender. In no event shall Professor Expert be required to refund, redeem or pay any amounts to any Member for any Professor Expert trade coins, or allow conversion or liquidation of Professor Expert trade coins into cash or legal tender. Professor Expert trade coins may not be bought or sold for cash. Offers to buy or sell Professor Expert trade coins for cash can lead to immediate termination of Member's Account and forfeiture without recourse of all Professor Expert trade coins balances. Transactions found to be in violation of this provision can be reversed without notice and participating Members' Accounts closed. For purposes of transacting and record keeping within the Bank, one Professor Expert trade coins shall be assigned a value equivalent to one dollar of the country in which the Member's Account resides. Professor Expert trade coins  shall not be transferable, and shall not be transferred, assigned, pledged or hypothecated by Members in any way, directly or indirectly, except as required for the following purposes, and in each case in accordance with these Rules:

* the bona fide payment for products and services through the Bank;

* as otherwise provided in the Member Agreement or these Rules;

Professor Expert disclaims any and all responsibility for the negotiability of Professor Expert trade coins.

Member's Account

4.2.1. General. Professor Expert is not a true bank. Your Account is denominated solely in Professor Expert trade coins (except to the extent you may be billed Cash Fees pursuant to Section 3 - Continuing Service and Transaction Fees). If Members choose to post and perform a mixed transaction which is half in Professor Expert trade coins  and half in federal currency, Professor Expert will not be held responsible in any part of the monetary transaction; Members will be responsible for performing this monetary exchange completely outside of Professor Expert web site as well as keeping all the records for tax reporting purposes. Your Account is not insured by the Federal Deposit Insurance Corporation (FDIC) or any other such governmental or quasi-governmental agency. All Professor Expert trade coins generated by transactions entered into by Member will be commingled in your Account, and can be used (i) by you or any Authorized User as Buyers in other transactions, (ii) by us to set-off any amounts (including, but not limited to, Fees) denominated in Professor Expert trade coins owed by Member under the Member Agreement, (iii) by us to reduce any negative Account balance arising from transactions previously entered into by you or any Authorized User. We will not pay interest on positive Account balances and do not guarantee that there will be adequate Professor Expert trade coins reserves to cover all outstanding claims against the Bank.

4.2.2. Positive and Negative Balances. A positive Account balance (i.e. a credit balance) denotes your right to purchase goods and services offered by other Members willing to accept Professor Expert trade coins in payment for those products and services. A negative Account balance (i.e. a debit balance) creates an obligation on the Member to sell products or services to other Members to the extent of the Professor Expert trade coins deficit, and remains a Member obligation upon Account closure (see Section 3.5).

4.2.3. Restrictions. We may, in our sole discretion:

Restrict the use of Professor Expert trade coins deposited in the Account for a transaction, for a period of time after the completion of such transaction, and thereafter pending resolution of any dispute regarding that or any other transaction posted to your Account;

Modify, reduce, or eliminate any Credit Line assigned to an Account, for any reason or for no reason, with or without prior notice to Member;

Require escrow, vesting or other procedures before the Member can use Professor Expert trade coins in the Account, or

Cancel, freeze, and/or otherwise restrict sales, purchases, or the use of Professor Expert trade coins in the Account by the Member in connection with a Default by Member (see Section 5 - Breach of Rules; Prohibitions; Termination).

 

4.2.4. Inactive Status. Professor Expert or a Member's assigned Broker may classify a Member's Account as "Inactive" if Professor Expert or Broker determines Member has not transacted in the Professor Expert for at least six (6) months. You may initiate Inactive Status with respect to the products and services offered by you as a Member. To initiate Inactive Status, you must (i) give advance written notice to your assigned Broker and (ii) inform other Members who call for products and services that you are in Inactive Status and will not be accepting Professor Expert trade coins in the near future. While in Inactive Status, you are still subject to Fees defined in Section 3 (Continuing Service and Transaction Fees); however, your product and service listings will be removed from the Bank. A Broker may discontinue its service to an Inactive Member.

4.2.5. Abandoned Account. An Account will be considered abandoned if Member has not entered into a transaction over any period of thirteen (13) consecutive months. We may, in our sole discretion, terminate an abandoned Account in accordance with Section 5 - Breach of Rules; Prohibitions; Termination (regardless of whether the abandoned Account has a positive or negative Account balance), and any positive Account balance will be transferred out of the Account. Member will not receive any value for such positive Account balance. If the Account has a negative Account balance at the time of termination, you agree to pay Professor Expert an amount  equal to the U.S. dollar equivalent of the negative Account balance (see Section 3.20). In Professor Expert's sole discretion, abandoned accounts may be reinstated per Section 5.5.

4.2.6. Special Offers and Promotions. We may, in our sole discretion, make special offers and promotions, such as reduced Fees, incentives or other benefits, available to all or some Members without creating any obligation on our part, other than as explicitly set forth in such offers or promotions, including, without limitation, any obligation to continue such offers or promotions on an ongoing basis. We may also enter into contracts with third party providers to offer their products or services to Members through the Bank in exchange for payment from Members partially in the currency of the country in which the Member's Account resides and partially in Professor Expert trade coins. We, at our sole discretion, may designate an exclusive provider of particular classes of products or services within the Bank and prohibit other Members from transacting such classes of products or services during any period of exclusivity granted to the third party provider.

4.5. Compliance with Rules and Policies

4.5.1. Member and each of its Authorized Users shall adhere to all of Professor Expert's Rules and policies, as amended from time to time, posted on the Website or otherwise provided to such Member, including the Privacy Policy, our Fee Policy (set forth as Section 3 - Continuing Service and Transaction Fees), and policies providing additional terms and conditions related to specific products or services offered in the Bank (see Section 2.5 - Legal Right to Sell Listed Products and Services).

5.0 BREACH OF RULES; PROHIBITIONS; TERMINATION

5.1. Rule Violations. Violations of these Rules may result in termination of your Account and immediate adjustment to the transactions involved. We have the right, but are not obligated, to inquire into complaints of Rule violations by Members. You grant to Professor Expert the right to take such actions, which, in our sole discretion, are deemed necessary to adjudicate or resolve such complaints. Without limiting other remedies, for violation of these Rules we may limit, suspend, or terminate our Services to you, limit, suspend, or terminate your Member Account or your right to transact in the Bank, prohibit access to our Website, delay or remove posted content and your Member information, take technical and legal steps to keep you off  the Website, reverse disputed transactions, and close Accounts that are delinquent, abandoned or in Default.

 Default; Remedies Upon Default

5.2.1. Definition of Default. Among other things, a Member is in default of the Member Agreement to which these Rules are appended ("Default") if any one of the following occurs:

(a) Member provides Professor Expert with any false or misleading Member Information (defined in Section 6 - Intellectual Property; Website Usage; Member Information) or a false signature on the Professor Expert Member Application, or such Member fails to notify Professor Expert if any such Member Information previously provided becomes false or misleading;

(b) Member ceases to do business as a going concern or, in the case of individuals, such Member dies, becomes incapacitated or otherwise incapable of decision-making;

(c) We believe that the likelihood of Member performing its obligations under these Rules or the Member Agreement has been impaired;

(d) Member is found, or is reasonably believed by us, to have engaged in deceitful transaction practices or otherwise fraudulent, undesirable or harmful conduct as determined by Professor Expert;

(e) Member violates these Rules (inclusive of any policies or documents it incorporates by reference) or breaches the Member Agreement;

(f) Professor Expert cannot verify or authenticate information delivered by such Member to Professor Expert or other Members, or placed on, in or through the Bank by such Member;

(g) Member is in default of any obligation to Professor Expert, another Member, a member of another Professor Expert-approved exchange which is permitted to trade in the Professor Expert, or any third party relating to your obligations under this Member Agreement;

(h) Member is the subject of an investigation by a government agency or other authority;

(i) Professor Expert concludes in its sole discretion that any act or omission of Member may cause legal liability for Professor Expert, the Member, or other Members;

(j) Member is in violation of any local, state, provincial, or federal law, relating to Member's obligations under this Member Agreement and use of the Professor Expert;

(k) Any of the events described above with respect to a Member occurs with respect to any Authorized User.

5.2.2. Remedies Upon Default. Upon Default by Member, Professor Expert has the right, at its election then or at any time thereafter, to take, without limitation, one or more of the following actions in addition to any other remedies at law or in equity that may be available:

Terminate Member's Account (see Section 5.3);

Immediately delete any Listings or other information of Member;

Require modification of payment terms or Fees in order to continue or reinstate access or use by Member of services provided by the Bank;

Temporarily suspend, indefinitely suspend, or terminate the rights of Member to transact in (as a Seller and/or Buyer), access, or otherwise use the Bank or Professor Expert trade coins in the Account;

Issue a warning to such Member, and/or

Refuse to provide Services to Member.

5.3. Termination

5.3.1. Termination by Professor Expert. We reserve the right to terminate membership or use of an Account by any business or individual, with or without prior notice, in our sole discretion, whether upon Default by Member, for any other reason, or for no reason.

5.3.2. Termination by Member. You may terminate your Account upon written notice to Professor Expert.

5.3.3. Effects of Termination. If your Account is terminated for any reason, the following apply:

(a) All Fees outstanding become due and payable;

(b) No Fees will be refunded

5.5. Reinstatement of Member Account. Upon the approval of Professor Expert, a Member Account will be reinstated and any Professor Expert dollar balance restored. Member will be reinstated under the then-current Professor Expert Fee Policy rates as published on the Website and will be required to pay Fees with an approved credit card or EFT on a continuing basis.

6.0 INTELLECTUAL PROPERTY; WEBSITE USAGE; MEMBER INFORMATION

6.1. Intellectual Property Rights. All Professor Expert trademarks, logos, all right, title and interest in and to the Website contents, including any and all copyrights, data, URLs, domain names, technology, software, codes, user interfaces, and "look and feel" are the property of Professor Expert, or Professor Expert has the right to use them, and may not be used without the prior written consent of Professor Expert.

6.2. Website Usage.

6.2.1. Permitted Use. Member has a nonexclusive, nontransferable, limited, and revocable right to use the Website solely for Member's personal and business use in conducting transactions in the Bank and between Bank Members. Member will not use the Website for any other purpose, including any commercial purpose, without Professor Expert's express prior written consent. For example, Member will not, and will not authorize any other person to, (i) co-brand the Website or portion thereof, or (ii) frame the Website or portion thereof (whereby the Website or portion thereof will appear on the same screen with a portion of another web site). "Co-branding" means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner reasonably likely to give a Member the impression that such other party has the right to display, publish, or distribute the Website or content accessible within the Website (the "Content"). Member agrees to cooperate with Professor Expert in causing any unauthorized co-branding, framing, or linking to immediately cease.

6.2.2. All Rights Reserved. You may not copy or print more than two copies of material posted on the Website, including the Content. Content published by Professor Expert on the Website may contain proprietary notices or describe products, services, processes, or technologies owned by Professor Expert or third parties. Except as expressly set forth herein, nothing contained herein shall be construed as granting you a license under any copyright, trademark, patent or other intellectual property right of Professor Expert or any third party. Except as expressly granted under the Rules, all rights are reserved by Professor Expert.

6.2.3. Disclaimer. You may have access to a variety of sources of content on and through the Website, including links to third-party websites. Professor Expert does not verify the accuracy or suitability of any information contained in any such third-party sources. Accordingly, Professor Expert will have no liability or responsibility whatsoever for any content contained within any such sources. You will access, use, and rely upon such content at your own risk. Professor Expert has no control over and accepts no responsibility whatsoever for such materials. You understand that, except for information, products or services clearly identified as being supplied by Professor Expert, Professor Expert does not operate, control or endorse any information, products, or services on the Website, or accessed through the Website, in any way, whether offered by Members or Brokers. You also understand that Professor Expert cannot and does not guarantee or warrant that files available for downloading from the Website, or from content accessed through the Website, will be free of infection or viruses, worms, Trojan horses, or other code that manifest contaminating or destructive properties. Each Member is responsible for implementing sufficient procedures and checkpoints to satisfy Member's particular requirements for accuracy of data input and output, and for maintaining a means external to the Website for the reconstruction of any lost data. Professor Expert does not assume any responsibility or risk for Member's use of the Website or the Internet. Professor Expert expressly disclaims all warranties with respect to any content accessible within or through the Website, express, or implied, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

6.2.4. Forums. Information posted on forums, bulletin boards, blogs, or similar portions of the Website ("Forums") is supplied by third parties and other Members unless Professor Expert or its authorized representative identifies itself as the poster of such information. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties or any other Member are those of the respective author(s) and not of Professor Expert. Member will not post any of the following material in any Forum:

material which threatens or abuses others, or which is defamatory, libelous, or invasive of another's privacy;

material which Member does not have the right to post, including the proprietary material of any third party;

material which advocates illegal activity or discusses an intent to commit an illegal act;

material which is illegal, misleading, defamatory, indecent, obscene, in poor taste, threatening, infringing of any third party proprietary rights, invasive of personal privacy, exposes or potentially exposes Professor Expert, its licensors, Content providers, service providers, and contractors to civil or criminal liability or public ridicule, or is otherwise objectionable; or

material that does not pertain directly to the subject matter of the particular forum.

Professor Expert reserves the right to monitor Forums to determine compliance with the Member Agreement, as well as the right to remove or refuse to post any posting, including any of the above postings upon discovery thereof. Notwithstanding these rights, Member remains solely responsible for the content of its postings. Member acknowledges and agrees that neither Professor Expert, nor any third party content provider, will assume or have any liability for any action or inaction by Professor Expert, or any third party content provider, with respect to any posting on the Forums. Member will not (i) select or use a Member name or e-mail address of another person with the intent to impersonate that person; (ii) use a Member name or e-mail address subject to the rights of any person without authorization; (iii) use a Member name in violation of the intellectual property rights of any person; or (iv) use a user name that Professor Expert, in its sole discretion, deems obnoxious or offensive. Further, Member hereby grants to Professor Expert the royalty-free, perpetual, irrevocable, non-exclusive right, and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any message posted in Forums (in whole or in part) worldwide, or to incorporate any message in other works in any form, media, or technology now known or later developed.

6.3. Member Information

6.3.1. "Member Information" means information, content and other material that you (or any person(s) using your Member ID and password) submit to the Website, or otherwise provide to Professor Expert for display on the Website, including all text, graphics, illustrations, symbols, logos, names, addresses, trade names, trademarks, service marks, pictures, photographs or other likenesses of persons (including minor persons), and endorsements provided by you or by a third party on your behalf. If you (or any person(s) using your Member ID and password) submit to the Website, or otherwise provide Professor Expert with Member Information, such Member Information will be deemed to be non-confidential, and Professor Expert assumes no obligation to protect such Member Information from disclosure (and assumes no obligation to publish such Member Information and no other obligation of any kind with respect to such Member Information). Member Information:

Shall not be false, inaccurate or misleading;

Shall not include materials that constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law, regulation, ordinance, rule, or industry (or similar) standard;

Shall not infringe, plagiarize or violate any third party's copyright, patent, trademark, trade secret, other proprietary rights, rights of publicity, or privacy;

Shall not be illegal, misleading, defamatory, indecent, obscene, in poor taste, threatening, harmful, abusive, harassing, false, vulgar, sexually explicit, profane, hateful, racially or ethnically objectionable, expose or potentially expose Professor Expert or its agents to civil or criminal liability, public ridicule, or otherwise result in any actionable injury, damage, or harm to any third party;

Shall not create any liability for Professor Expert or cause Professor Expert to lose (in whole or in part) the products or services of our suppliers or partners;

Shall not include descriptions of, or otherwise offer to sell, products or services that violate Professor Expert policy or that are otherwise prohibited under the Rules (inclusive of any documents it incorporates by reference);

Shall include all required and appropriate warnings, information and disclosures in connection with listing, buying, or selling products and services by Member on, in, or through the Professor Expert, including, but not limited to, disclosure on: (i) all amounts to be paid by Buyer, including, but not limited to, any sales or other taxes and shipping costs, (ii) shipping information (if applicable), customer service, warranties, exchange/refund policies, and (iii) all applicable restrictions and all disclosures required by law;

Shall be promptly updated by Member as necessary or appropriate to keep all of Member's Information (including, but not limited to, listings) current, complete, and accurate;

Shall not contain a virus or other harmful component, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment; and

Shall not contain any materials for which Member does not have all necessary rights and licenses to transmit under any law, or under contractual or fiduciary relationships.

6.3.2. License. Member shall own or have all rights in and to all Member Information sufficient to make a license grant to Professor Expert, without subjecting Professor Expert to claims of intellectual property infringement by virtue of our use of such Member Information. Member grants to Professor Expert during the term of the Member Agreement, an absolute, fully paid, irrevocable, perpetual, royalty-free, transferable, worldwide, unrestricted, right, license and authority to:

use, store, reproduce, adapt, delete, publish, translate, publicly perform, display, distribute, disclose, manipulate, modify, and prepare derivative works based upon any Member Information that you submit or otherwise provide to Professor Expert, in whole or in part, in such manner, format, and media as Professor Expert may see fit in its sole discretion, and for such purposes as Professor Expert may see fit in its sole discretion, without compensation to you; and

grant to third parties (through multiple tiers) the right, sublicense, and authority to exercise all or any portion of the rights granted to Professor Expert in this paragraph, subject to such terms and conditions as Professor Expert may deem appropriate in its sole discretion, without compensation to you.

6.3.3. You agree and understand that Professor Expert may, in its sole discretion for any reason, and without any prior notice or liability, delete any files that you may maintain at the Website, and any material you may choose to post there. You should keep a copy of any material that you maintain or post at the Website because Professor Expert will not undertake to retain copies of any material that Professor Expert or others may delete from the Website, intentionally or unintentionally.

Prohibited or Restricted Products and Services Policy

Before listing your product or service for sale in the Bank, make sure it is permitted and find out whether it is subject to certain restrictions. This helps avoid potential problems with your listing. Please review the information below. You also need to ensure that the sale of your item complies with the law and that you are appropriately licensed.

Violations of these policies may result in a range of actions, including:

Suspension or termination of our services to you or your account

Adjustment or reversal of disputed transactions

Removal of posted content or your Member information

Limits on your access to the Website or right to transact in the Bank

The assessment of increased Fee

Forfeiture of Professor Expert trade coins

When we determine that a violation of the Rules has occurred, we will contact or email you to let you know that the listing was removed or other action was taken. Although we may act to enforce the Rules, Professor Expert has no obligation to monitor or evaluate Members' actions or inactions, or the fairness or lawfulness of any transaction conducted through the Bank. As a third party administrator of the Bank, Professor Expert is not involved in any actual transaction between Buyers and Sellers. We do not endorse the accuracy, reliability, integrity, or legality of any information provided by Members, Brokers, and third parties available through the Bank.

You can report violations of Members by clicking the Contact Us link located on most of our pages.

Other Terms and Conditions. It is also important to review the rules about website usage, intellectual property, member information and any specific information posted on our Website to check if your item or posted information is subject to additional restrictions that would affect your listing.

 



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