Expert Agreement

This is a legal and binding agreement ("Agreement") between you ("Expert") and Smeeple, Inc. ("Smeeple") that governs your use of the Smeeple website, services and other Smeeple offerings ("Smeeple Marketplace").

1. Permission to use Smeeple's marketplace - Expert acknowledges that Smeeple operates an internet-based marketplace that allows individuals (each, a "Customer" and collectively, "Customers") to identify and retain the services of experts in a particular area. Expert may access Smeeple Marketplace for the express purpose of promoting Expert's independent business, subject to the terms and conditions set forth in this Agreement. Expert may not advertise or offer to sell any goods or services for any commercial purpose on Smeeple Marketplace that are not directly related to the provision of expert services on an independent basis.
2. Expert status - Expert acknowledges that Smeeple provides nothing more than an internet-based marketplace for prospective and existing Customers to identify and retain the services of Experts. Expert further acknowledges that Smeeple is not directly or indirectly engaging Expert to render any services whatsoever to Smeeple, and that any engagement of Expert's services through Smeeple Marketplace is undertaken exclusively by the Customer who has engaged Expert. Neither this Agreement nor use of Smeeple Marketplace creates an independent contractor, employee/employer, partnership, joint venture, or franchisor-franchisee relationship between Expert and Smeeple for any purpose whatsoever, including, without limitation, the application of the Fair Labor Standards Act, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state or local income tax law, any state workers' compensation laws, any state unemployment insurance law, and any other applicable federal, state, or local law. It is the parties' express intent that Expert will operate an independent business providing expert services to Customers.
3. Non-exclusivity - Expert and Smeeple acknowledge that the services provided by Expert under this Agreement are non-exclusive. Expert shall at all times be free to engage in any other work or business, whether or not related the provision of Expert's expertise, and whether or not such other work is full-time, part-time, piecemeal, or pursuant to any other scheduling arrangement. Nothing herein precludes Expert from advertising or providing Expert's services to the general public outside of Smeeple Marketplace.
4. Hours/Cancellation fee - Expert shall set and schedule Expert's own hours and sessions with Customers. Smeeple's policy states that the customer must cancel outside of the four-hour appointment window to receive a full refund.
5. Platform fee - Expert shall exclusively determine Expert's own fees. Expert shall pay a fee for the use of the Smeeple Marketplace ("Platform Fee") and authorizes Smeeple to deduct the Platform Fee directly from the payments collected from Customers by Stripe. Any deficient amounts for the Platform Fee shall be invoiced to Expert by Smeeple each month. The Platform Fee shall be 10% of each Customer session. In using Smeeple Marketplace, Expert shall only receive fees directly from Smeeple, and Expert agrees that under no circumstances will Expert attempt to seek or receive compensation for services provided hereunder directly from Customers.
6. Payment system - Smeeple shall employ Stripe as their third-party payment processor. Experts shall make themselves familiar with the Stripe Services Agreement.
7. Expenses - Expert acknowledges that Smeeple will not reimburse Expert for any expenses incurred by Expert related to Expert's rendering of services hereunder, including, without limitation, expenses associated with preparing for and administering sessions, educational and other materials, and transportation.
8. Supplies - Expert acknowledges that Smeeple will not provide any supplies, materials or equipment required by Expert to complete any services rendered to any Customer pursuant to this Agreement.
9. Taxes - Expert is responsible for all federal, state, and/or local taxes due as a result of the services provided hereunder by Expert. Smeeple shall not withhold (or allocate in any other manner) any amount of Expert's fees toward any federal, nor state, or local income tax, or toward payroll tax of any kind.
10. Benefits - Expert acknowledges that Expert is engaged in an independent business, and as such, Expert is not (and shall at no time become) eligible to participate in any pension, health, or other benefits plan of Smeeple.
11. Insurance - No Workers' Compensation Insurance shall be obtained by Smeeple for or on behalf of Expert. Expert understands that it is Expert's responsibility to comply with any applicable Workers' Compensation Law. Expert further understands it is Expert's responsibility to obtain any other insurance coverage applicable to the services Expert provides hereunder.
12. Confidentiality - Expert acknowledges that, during the performance of services, Expert will have access to information relating to Customer's identity, address, contact information, and other personal information or requests for services ("Confidential Information"). Expert shall, during the term of this Agreement and thereafter, hold all such Confidential Information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services provided hereunder.
13. Expert documents - Expert acknowledges that a copy of all documents created by or received from Expert in connection with the services performed hereunder may be retained by Smeeple and used solely for administrative and/or record-keeping purposes.
14. Indemnity and hold harmless clause - Expert agrees to indemnify and hold harmless Smeeple, its subsidiaries, affiliates, other independent contractors and their respective directors, officers, employees and agents, from and against any and all claims, losses, expenses, costs, liabilities and damages (including any legal fee and expenses), any and all injuries, whether direct, consequential or incidental in nature, which result from, are connected with or arise out of the performance by Expert of work performed pursuant to this Agreement, including any act by Expert inconsistent with Expert's obligations and duties under this Agreement. Expert understands that Smeeple offers an internet-based marketplace for prospective Customers to connect with prospective Experts. Accordingly, Smeeple makes no representations to Expert about the suitability, character or background of any Smeeple Marketplace user (including, without limitation, Customers or their parents/guardians), nor does Smeeple perform any type of background check on users (including, without limitation, Customers or their parents/guardians). It is solely Expert's duty to exercise Expert's own judgment, protocols and/or standards when considering whether to engage with a prospective Customer. It is Expert's responsibility to conduct any and all background and reference checks regarding prospective Customers and other Smeeple Marketplace users.
15. Copyright assignment - Smeeple does not claim ownership or licensure of content that Expert provides on or through the Smeeple Marketplace including, but not limited to, articles, lessons, worksheets, files, testimonials, reviews, video submissions, and blog entries ("Site Content"). Unless otherwise stated herein, any Site Content that Expert provides in connection with Smeeple Marketplace shall be deemed to be provided on a non-confidential basis. Smeeple shall be free to use or disseminate such Site Content on an unrestricted basis for any purpose, and Expert grants Smeeple an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish any Site Content (including in digital form). Expert represents and warrants that Expert has proper authorization for the worldwide transfer and processing (among Smeeple, its affiliates, and third-party providers) of any information that Expert may provide on Smeeple Marketplace.
16. Assignment - Expert may not assign or transfer this Agreement without the express prior written consent of Smeeple.
17. Academic dishonesty - Expert agrees not to use Smeeple Marketplace to engage in academic dishonesty (e.g., completing assignments, writing papers, taking tests on someone's behalf, or work completion in violation of conduct policies of a school, university, academic institution or workplace) or other misconduct involving a Customer.
18. Deactivation of platform Use - Expert may deactivate their account at any time. Smeeple may deactivate an Expert's account for the following reasons:
    • Expert's failure to meet Smeeple's vetting requirements
    • Expert's material breach of this Agreement or misuse of Smeeple Marketplace
    • Expert's misappropriation of Customers from Smeeple Marketplace for Expert's own pecuniary gain
    • Expert's criminal record, charge or conviction
    • Expert's failure to cooperate in good faith to resolve a Customer complaint
    • Expert's repeated failure to respond timely to direct contacts through Expert's account
    • For any other reason or for no reason, on 30 days' written notice to Expert

    In the event Smeeple terminates Expert's platform use, Smeeple will send an email notification of deactivation.

19. Amendment - This Agreement is subject to change by Smeeple without prior written notice at any time, in Smeeple's sole discretion. Any changes to the Agreement will be in effect as of the "Last Updated Date" referenced on the Smeeple website. Expert should review this Agreement before using Smeeple Marketplace. Expert's continued use of Smeeple Marketplace after the "Last Updated Date" will constitute Expert's acceptance of and agreement to such changes. For the avoidance of doubt, this Agreement may not be amended by Expert.
20. Severability - If any term, provision, covenant or condition of this Agreement or part thereof, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant, or condition shall remain in full force and effect, and any such invalid, unenforceable or void term, provision, covenant or condition shall be deemed, without further action on the part of the parties hereto, modified, amended and limited to the extent necessary to render the same and the remainder of this Agreement valid, enforceable and lawful.
21. Governing law - This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflict of law rules.
22. Arbitration - Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Lusby, Maryland. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of Smeeple and Expert. Nothing in this Section shall be deemed as preventing Smeeple from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Smeeple's data security, intellectual property rights or other proprietary rights.
23. Entire agreement - This Agreement, including the Terms of Use, contains the entire agreement and understanding between the parties hereto in respect to the subject matter hereof and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments, and practices between them respecting the subject matter hereof. If any term in the Agreement conflicts with a term in the Terms of Use, this Agreement shall control.