Terms of use

Terms and Conditions

I. Definitions

“Site” is defined as the website known as www.professorexpert.com”and all the existing and future subdomains. “User” is defined as any person who enters the site for the purpose of using free services as well as paying members who enter the site. “Content” is any written, auditory or visual information found or acquired through the use of the website www.professorexpert.com. Terms of use refer to the use of all public access and member access areas of the web site, including the Marketplace and the Bank.

II. Acceptance of Terms

  www.professorexpert.com provides a link between users as well as providing resources to its members in the form of downloadable material, streaming video and links to other sites. In using www.professorexpert.com the user agrees to the terms described on this agreement. This agreement becomes effective as soon as the user enters the site and begins to use the services.

III. Modification of Agreement 

www.professorexpert.com reserve the right to change or modify the terms of this agreement at any time. We do not have to notify users when terms have changed. Members are people who have paid membership fees and filled out registration information. We will notify members because they are registered paying members who have filed contact information with us. Notification will be delivered through the e-mail used to open the account or the most recent updated e-mail. We do not provide certified mail nor any other proof of having received this information.

IV. Content

The user understands that all postings, messages, text, files, images, photos, video, sounds, or other materials that from here on will be referred to as content, and this content when posted on, transmitted through, or linked from the site, are the sole responsibility of the person from whom such content originated. More specifically, you are entirely responsible for each individual item ("Item") of content that you post, email or otherwise make available via the site. You understand that www.professorexpert.com does not control, and is not responsible for content made available through the site and that by using the site, you may be exposed to Content that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Furthermore, the site and Content available through the site may contain links to other websites, which are completely independent of www.professorexpert.com. www.professorexpert.com makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will www.professorexpert.com be liable in any way for any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed or otherwise made available via the Service. You acknowledge that www.professorexpert.com does not pre-screen or approve Content, but that the site shall have the right (but not the obligation) in its sole discretion to ban any material www.professorexpert.com deems violates integrity or intent of the site.

V. Conduct

The user agrees to not to post, email, or in any other way make available information that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of privacy, or harmful to minors. The user agrees not to post information that is pornographic in nature. The user agrees not to post information that harasses, degrades, intimidates or is hateful towards groups of individuals of based on their religion, race, gender, ethnicity, age, sexual orientation or disability. The user agrees not to post any information that violates local, state, or federal equal opportunity laws. The user agrees not to impersonate any person, for any reason. The user agrees not to infringe any patent, trademark, trade secret, copyright or other proprietary rights of any party or content that you do not have a right to use The user agrees not to post the sale of materials or substances or services that are illegal under the law governing your state or are illegal under Federal Law. The user agrees not to contact anyone who has asked not to be contacted. The user agrees not to harass or stalk anyone you meet through this site or Indirectly through this site. The user agrees not to collect personal information for commercial or unlawful purposes. The user agrees not to post information using an automated device or through the use of posting agents. Information must be manually posted directly by the person responsible for the information.

VI. Posting Agency

A Posting Agency is a third-party agent, service, or intermediary that offers to post content to the service on behalf of others. You agree not to use Posting Agents except with written permission from www.professorexpert.com

VII. Spam policy

You understand and agree not to send unsolicited emails to our site, our users, our members or business relationships.

VIII. Termination of Service

Breach of these terms can result in termination of both users and members without refund. We have the right but not the obligation to terminate membership to both users and members. Notice of termination and reasons for termination will be sent to the e-mail placed on your registration form. We also reserve the right to remove offensive, illegal, defamatory, or discriminatory content without permission or notice.

IX. Proprietary Rights

This site is protected to the maximum extent as is permitted by copyright laws and international treaties. The content displayed on or through this site is protected by copyright as a collective work and or compilation, pursuant to copyright laws and international standards. Modification of works found on this site is not permitted for distribution or resale without permission from www.professorexpert.com You agree not to copy or recreate the content from the site without written permission from www.professorexpert.com or the source that created the content.

X. Third Party Content

The site may provide you with access to third party sites which are independent of this site. The interaction between these third parties is strictly between you and these organizations or websites. www.professorexpert.com is not responsible for the results of contracts, interaction, exchanges for goods or services, losses or profits as a result of your interactions with third parties. The site is not responsible for the interaction between its members nor the quality of work provided by users. We are a sourcing center which provides only the platform from which its members can connect and interact with one another. We are not responsible for the quality, accuracy, value, costs, financial outcomes, nor speed at which a consultation is completed. You understand and agree not to hold the site responsible or liable for any loss or damage of any sort that is incurred as a result of third party dealings. If a dispute arises between participants of this site or associated web sites, www.professorexpert.com is under no obligation to become involved. In the event a dispute should arise between users or members, you release www.professorexpert.com its officers, employees, agents and successors from claims, demands or damages. Damages can either be actual or consequential, known or unknown, suspected or unsuspected, disclosed or undisclosed that arise between the sites, members, users, sponsors, or advertisers or third parties found through the site. California residents waive California Civil Code Section 1542, which says:”A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

XI. Indemnity

You agree to indemnify www.professorexpert.com and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of content you produced for another member , user, posted or made available through our site. Professor Expert is not responsible for breaches, representations, misrepresentations, warranties, or violations you make to another person or another party makes to you through the use of this site.

XII. Feedback

We encourage and appreciate any feedback and would appreciate you notify us if you find people on our site who are violating these agreements. Please notify us at customer_service@professorexpert.com

Marketplace policy

At ProfessorExpert.com, our top priority is to assure the highest quality and satisfaction of our members and customers.

ProfessorExpert.com Secure Shopping Guarantee: Your financial transactions with us are 100% safe. We use secure server software (SSL) and PayPal secure transaction process  for all payments. We do not sell your information to third parties.

 FOR PROFESSOR SELLERS

1.      POSTING PRODUCTS AND SERVICES TO MARKEPLACE

  • Digital /downloadable products
  • Shippable products, to include but not be limited to books, CDs & DVDs, video recordings, etc.
  • ProfessorExpert.com  takes a small service fee when you sell your product. We do not charge you anything to post your products and services in the marketplace.
  • Our fee varies, depending on the price of your product or service sold.

    marketplace fees
        
 

 2.      SELLERS' EARNINGS PAYOUT

We pay our sellers quarterly- in March, June, September, and December. Professor sellers will be paid out after they accumulate $50 in their accounts at the next quarterly payout. One month grace period after the sale of products and services will be enforced to allow processing and customer returns.

If you sold products and services in the amount larger than $1,000, contact us to discuss a possibility of a sooner payout. Please notice that the one month grace period will be observed regardless of the amount.

You are obligated to send us your PayPal information after the sale of your first product or service in order to receive your timely payout.

  1. 3.      VOLUME  REWARD
  • For professor sellers who post more than 5 different items to the Marketplace, we will

cut our fees to 60%. For example: if you have 5 and more different types of products and services and you sell one eBook for $35, we will only charge you 3% instead of 5%.

NEW MEMBER REFERRAL REWARD

If you refer a new professional member and he/she mentions your name on registration form,

you will:

  1. Earn 50% of the membership fee
  2. Be charged only 1% flat fee on all sales of your products and services

BUYER REFERRAL

If you send a buyer to ProfessorExpert.com Marketplace and he/she purchases a product or service which belongs to another seller, you will still receive a reward! You will receive 50% of ProfessorExpert.com service fee, according to the sellers' fee payout rules. It is important that buyer mentions your name at the checkout, by writing it in the order comments section.

 FOR  BUYERS

  1. 1.      SHIPPING

Shippable products ( books, CDs & DVDs, video recordings, etc.) will be mailed by professor who posted an ad in the marketplace.  Upon a successful purchase, buyers will receive an email with all information regarding shipping, returns, contact and other pertinent information.

  1. 2.      RETURNS OF PRODUCTS ONLY

If you are not satisfied with the purchase, you may return it for a replacement or refund within 7 days of receipt, subject to the following exceptions:

Only shippable items are subject to return. Products delivered electronically, through instant download, or accessed online are not subject to return at this time. A restocking fee of 25% will be deducted from your return.

At this time, returns and/or replacements for purchased services are not entertained. 

To return your items:

Contact Customer Support to receive a Return Item Authorization (RIA) number. Please specify whether you want a replacement or refund.

 Marketplace Disclaimer:

ProfessorExpert.com is not responsible for the quality of the products and services or for the timely delivery of shippable products. Buyers are advised to perform their own due diligence before they decide to purchase products and services or hire a professor expert.

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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