Terms of Service
Protégés Inc., a Delaware corporation (hereinafter: “Protégés”, “We” (or “we”) or “Us” (or “us”) operates the Protégés website (located at proteges.io; hereafter: “Site” or “Website”) and the Protégés application (hereafter: “App” or, “Application”). As used herein, “Services” means the Site, Application and any other service offered by Protégés.
Protégés operates a platform to connect content providers (“Experts”) and their fans (“Fans”). This Terms of Service (“Terms”) governs your use of the Services. “You” or “you” refers to you as a user of our Services whether as a visitor, Expert or Fans.
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE, APPLICATION OR ANY OTHER SERVICES. THESE TERMS CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.
IN ORDER TO USE OR ACCESS CERTAIN PARTS OF THE WEBSITE, APPLICATION OR OTHER SERVICES, YOU MAY BE REQUIRED TO HAVE AND MAINTAIN A VALID AND ACTIVE USER ACCOUNT (“ACCOUNT") WITH Protégés.
THE SERVICES ARE NOT LICENSED TO YOU AND YOU MAY ONLY ACCESS SUCH SERVICES SUBJECT TO THESE TERMS. ANY RIGHTS NOT GRANTED TO YOU IN THESE TERMS ARE RESERVED BY Protégés.
These Terms contains a binding arbitration and class action waiver provisions in the Section entitled “Governing Law and Dispute Resolution” (“Disputes Provision”) that affects your rights under these Terms with respect to any disputes between you and Protégés, and requires you and Protégés to resolve such disputes in binding arbitration (and not in court). You have a right to opt out of the binding arbitration as provided below in the Disputes Provision.
1. Protégés Video Calls
Through our Services, you have the opportunity to access personalized advice delivered in a Video Call format (“Protégés Video Calls”) from content creators (each an “Expert”). You may submit a booking for a Protégés Video Call to an Expert through our Services. In registering for an Account or submitting a request, you agree not to use a false identity or provide false information. You agree not to use our Services if you have previously been removed or banned from our Services. Protégés will have the sole discretion to approve or decline an Account.
You acknowledge and agree that Protégés has the sole discretion to determine how to fulfill your booking for a Protégés Video Call and over the services provided by an Expert. We reserve the right to reject any request for a Protégés Video Call in our sole discretion.
Subject to your payment in full for each Protégés Video Call you request, the Expert grants to you the non-exclusive right to use and access the Protégés Video Call solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms. Protégés Video Calls are not sold to you and your right is a right to access such Protégés Video Call and not a license. You may access each Protégés for a three (3) year period after the date of receipt of each Protégés Video Call. You may not sell, re-sell, transfer, assign, or encumber your rights in any Protégés Video Call. You may use a Protégés Video Call only in accordance with and subject to these Terms, including the acceptable use restrictions in Section 6. We may terminate all or part of the foregoing right to use and access a Protégés Video Call at any time for any reason. We reserve the right to remove a Protégés Video Call from our Services at any time for any reason without any notice to you.
You acknowledge that the Protégés watermark on each Protégés Video Call must remain intact and you agree not to edit, change, modify, or remove the watermark from any Protégés Video Call or assist or encourage any third party to do so. You further agree not to edit, change, modify, or create any derivative work of a Protégés Video Call or assist or encourage any third party to do so. If you breach any provisions of these Terms, your right to use the Protégés Video Call granted under Section 1(c) terminates automatically and you must promptly remove all copies of the Protégés Video Call in your possession or control and need to remove all copies, and take any other action we reasonably request to assist in locating and removing the Protégés Video Call.
You may create an Account on our Services. In creating an Account, you agree not to use a false identity or provide false information. You agree not to create an Account if you have previously been removed or banned from our Services. If we believe that you have done so, we have the right to suspend or terminate your Account and your use of any part of our Services. You are responsible for maintaining the confidentiality of your Account information, including your e-mail and password. You represent and warrant that: (a) all required registration information you submit is truthful, complete and accurate; (b) you will maintain the accuracy of such information; (c) you are authorized to form a binding contract with Protégés; and (d) you are authorized to register and access certain features of the Services. You are responsible for all activities that occur on or in connection with your Account and you agree to notify us immediately of any unauthorized access or use of your Account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Account. Protégés has the right in its sole discretion, to suspend or terminate your Account for any reason at any time.
2. Additional Terms
You may pay for services from Experts on our Services, if you do so you must comply with all of our terms.
We may offer you products and services other than the ones covered by the Terms.
Some Services offered through the Site and Application (or through other Services) may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that Service. By using that Service, you agree to the Additional Terms and such Additional Terms will form a part of these Terms and are incorporated herein. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless otherwise specified in such Additional Terms.
In order to access our products and Services, you must comply with certain restrictions such as age and your representation and warranties.
Age: You must be at least the age of majority in the jurisdiction in which you reside in order to use our Services, agree to these Terms and to register for an Account. If you are under the age of 18, you are not permitted to use the Services.
Representations and Warranties: You represent and warrant that:
you have not been prohibited from using or accessing any aspect of our Services by us or under to any applicable law or regulation;
you will comply with all of the terms and conditions, as revised from time to time, of any third party payment provider selected by us, and you are not on a prohibited list of that third party payment provider;
we have not previously disabled any Account you created or controlled for violation of any law or regulation, the infringement of any third party right, or the violation of any of these Terms; and
you are not a convicted sex offender.
4. Fees and Payment
These are the terms on fees and your payment to access Protégés Video Calls and other Services.
Fees: The fee for a Protégés Video Call is specified on the Expert’s product page on our Services at the time you make your request. All payments are due upon your request of the Protégés Video Call. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request.
Protégés Video Calls are owned by the Experts, in this section you learn about the ownership rights of the Expert thereon.
You acknowledge and agree that each Protégés Video Call is owned by the Expert who created it.
Protégés desires to avoid the possibility of future misunderstandings when projects developed by us, our employees, or our contractors might seem to be similar to your feedback given to us with regard to our Services, Protégés Video Calls or any other content provided through our platform (individually, and collectively, “Feedback”). If your Feedback consists of any ideas, suggestions, proposals, plans, or other materials related to our business, you acknowledge and agree that you are submitting that Feedback at your own risk and that Protégés has no obligation (including no obligation of confidentiality) with respect to that Feedback, and you grant to Protégés a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sub-licensable (through multiple tiers of sub-licenses), perpetual, and irrevocable license to use and exploit your Feedback in any manner (including commercially) without any obligation to account to you for its use.
You hereby waive any moral rights you may have in your Feedback.
6. Acceptable Use of our Services
You agree to use Protégés Video Calls for personal and non-commercial purposes only and comply with certain rules when using our Services.
Your Responsibilities: You are responsible for your use of any Protégés Video Call, your Account, and our Services. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful. You represent and warrant that: (i) you will not use or authorize the use of any Protégés Video Call for any purposes other than personal, non-commercial, and non-promotional purposes set forth in Section 1(c) and (ii) in using a Protégés Video Call, your Account, and our Services, and you will not:
violate any law, regulation or court order;
violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;
take any action that is or submit, post, share, or communicate anything that is or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Services, including from any user of our Services;
transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
stalk, harass, threaten, or harm any third party;
impersonate any third party;
participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
use any means to scrape or crawl any part of our Services;
attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Services, users, or any other third party;
access our Services to obtain information to build a similar or competitive website, application, or service;
attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Services; or
advocate, encourage, or assist any third party in doing any of the foregoing.
For clarity, your use of any Protégés Video Call includes use anywhere (on our Services or otherwise).
Investigations: You acknowledge and agree that we are not obligated to monitor access to or use of our Services by you or third parties, but we have the right to do so in order to operate our Services, to ensure compliance with these Terms, to comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or otherwise. Without limiting any of our rights, you acknowledge and agree that any request you submit for a Protégés Video Call may be rejected by us or by an Expert; if that happens more than once, we may block you from our Services, terminate your access, or take other appropriate action.
7. Copyright and Intellectual Property Policy
If you believe that your copyrights have been infringed let us know. If you infringe someone else's copy rights you will lose access to our Services.
Termination Policy: If we determine that you are a repeat infringer of copyright, we may we terminate your access to our Services and take other appropriate action in our sole discretion.
your address, telephone number, and if available, email address, so that the copyright agent may contact you about your complaint;
a description of the copyrighted work that you claim is being infringed;
a description of the material that you claim is infringing and are requesting be removed along with information about where it is located on the Services so the copyright agent can remove it;
a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
You acknowledge and agree that if you fail to comply with the requirements of this section your notice may not be valid.
Notices of copyright infringement claims should be sent as follows:
77 Sands St,
Brooklyn, NY 11201, United States,
If relating to content on the Services: email@example.com
If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.
DMCA; Copyright Notice: We respond to notices of alleged copyright infringement and terminate access to our Services for repeat infringers. If you believe that your material on the Services has been copied in a way that constitutes copyright infringement, please forward the following information to us in accordance with Title 17, United States Code, Section 512(c)(2):
9. Third Party Content and Interactions
You agree not to contact Experts directly other than allowed by our Services.
Our Services may contain features and functionalities that may link to or provide you with access to third party content, including Protégés Video Calls, that is completely independent of us, including websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Experts, found on or through our Services are solely between you and the third party; however, Protégés may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Protégés if it does so. You should make whatever investigation you feel necessary or appropriate before proceeding with the interaction. You agree not to contact or interact with any Expert except as expressly permitted through our Services and these Terms.YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES, OR LIABILITIES OF ANY KIND OR NATURE INCURRED AS THE RESULT OF ANY INTERACTION WITH an Expert OR FOR ANY CONTENT CONTAINED IN A Protégés VIDEO. You hereby release Protégés (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Services.
You may reach other websites, applications and services through our Services.
11. Changes to our Services
We enhance and update our Services often. You acknowledge and agree that we may change or discontinue any aspect of our Services at any time, with or without notice to you.
12. Changes to our Services
You may stop using our Services at any time and Protégés may also terminate your access to any Services at any time too.
13. Changes to our Services
You agree to indemnify Protégés against any claims related to these Terms.
You agree to indemnify, defend, and hold harmless Protégés its affiliates and each of its respective affiliates employees, contractors, directors, suppliers, agents, advisors, licensors, licensees, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) any actual or alleged breach of these Terms by you or anyone using your Account; (b) any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by you or anyone using your Account; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; or (e) to the fullest extent permitted by applicable law, relating to your use of our Services. Protégés will have the right to select counsel to be paid for by you in connection with any indemnification by you. You will reasonably cooperate with us in connection with any indemnification matters.
14. Changes to our Services
YOU USE OUR SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE CAUSED IN CONNECTION TO THE USE OF OUR SERVICES, ANY Protégés Video Call, OR ANY Protégés CONTENT.
YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR SERVICES, ANY Protégés Video Call AND ANY Protégés CONTENT IS AT YOUR OWN RISK AND THAT OUR SERVICES, ALL Protégés Video Calls AND ALL Protégés CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, Protégés DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Services, including any Protégés Video Call, Protégés Content or any other content is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Services, including through a Protégés Video Call, Protégés Content or any other content will create any warranty not expressly made by us.
You acknowledge and agree that when using our Services, you will be exposed to content from a variety of sources, and that Protégés is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Protégés with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will Protégés be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Protégés has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, from all causes of action and all theories of liability, will be limited to and will not exceed the greater of (a) fees actually received by Protégés from you during the 6 months preceding the claim giving rise to such liability and (b) $100.00.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Protégés and you.
Force Majeure: Under no circumstances will Protégés be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of Protégés.
Governing Law and Dispute Resolution: These Terms will be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Francisco County, California or the United States District Court for the Northern District of California, for any actions not subject to arbitration as set forth below. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Protégés are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision will survive termination of these Terms and the termination of your Account.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
No Waiver or Amendment: The failure by Protégés to enforce any right or provision of these Terms will not prevent Protégés from enforcing such right or provision in the future and will not be deemed to modify these Terms.
Assignment: Protégés may, at any time, assign its rights and obligations under these Terms, including in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
For any dispute you have with Protégés, you agree to first to contact Protégés at firstname.lastname@example.org and attempt to resolve the dispute with Protégés informally. If Protégés has not been able to resolve the dispute with you informally, each party agrees to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by JAMS ("JAMS") under the JAMS Streamlined Arbitration Rules and Procedures will apply for disputes of less than $50,000, and the JAMS Comprehensive Arbitration Rules will apply for disputes involving $50,000 or more, and in either instance the JAMS Optional Expedited Arbitration Procedures will apply. Unless you and Protégés agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, except that Protégés will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $50,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); provided, however, if the arbitrator determines that the claims you assert in arbitration are frivolous, you agree to reimburse Protégés for all cost and expenses advanced and paid by Protégés that you would have otherwise been obligated to pay under the applicable arbitration rules. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Services.
ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS Protégés AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Protégés ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You and Protégés agree that if any portion this section is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect.
15. Other Provisions
Here you find some other provisions governing our relationship, please read them carefully.
16. Changes to these Terms
Protégés MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THESE TERMS AT ANY TIME BY UPDATING THESE TERMS AT THE SITE OR IN CONNECTION WITH ANY SERVICE AND YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION. YOUR CONTINUED USE OF THE SITE OR ANY SERVICE, AFTER ANY MODIFICATION OR REVISION INDICATES YOUR ACCEPTANCE OF SUCH MODIFICATION OR REVISION. IF ANY MODIFICATION OR REVISION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THIS SITE AND THE SERVICES.
77 Sands St,
Brooklyn, NY 11201, United States
Or at the following e-mail: email@example.com