IMPORTANT NOTICE: YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS CREATES A BINDING CONTRACT BETWEEN YOU AND BARGES TECHNOLOGIES, INC.
BitWine Advisor Program
By accepting the terms of the Advisor Program or continuing to provide services through the BitWine Services and Site, you (“Advisor” or “you”) agree to be bound by the terms of this agreement (the “Agreement”), which sets and contains all of the terms and conditions between you, a spiritual advisor or psychic or other form of advisor in your field, and BitWine. BitWine provides the Site and the Services through which an Advisor may sell advice or services to BitWine users (“Clients”). You should read this Agreement carefully and you hereby agree that commissions will be charged by BitWine for use of the Site and the Services, effective as of the date that this Agreement is accepted by you.
You agree that by using the Site and/or Service as an Advisor you are at least 18 years of age and you are legally able and have the legal authority to enter into a contract.
BitWine may amend the terms of this Agreement from time to time, in its sole discretion, including without limitation the Commission (as such term is defined below) rates with or without notice to Advisors of any such amendment. Unless otherwise specified by BitWine, all modifications shall be effective upon posting. You are strongly encouraged to check the terms of this Agreement routinely. You agree that by using the Site or the Services after any such changes or modifications become effective, you shall be bound by any such changes or modifications to the Agreement. If Advisor does not agree to the changes or modifications, Advisor and/or BitWine may terminate access to the Site and the Services.
Relationship between You, a Client, and BitWine, Release of BitWine
You understand that as an Advisor, you will bear sole responsibility for entering into, enforcing, or otherwise administering any agreement entered into with a Client in connection with a Transaction.
You further understand that by servicing a Client you are entering into a contract with that Client and BitWine is not a party to such contract and BitWine shall not be responsible nor liable for the enforcement of any such contract.
You acknowledge and understand that as an Advisor you will be solely responsible and liable for any damages and/or claims suffered by or asserted by a Client in connection with services that you provided.
IN THE EVENT OF YOU ARE INVOLVED IN A DISPUTE REGARDING ANY TRANSACTION, YOU HEREBY RELEASE BITWINE AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEY’S FEES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “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.”
Advisor Fees and Commission Payments to BitWine
When you provide consultations to Clients, you have the right to determine the price you charge for these consultations. You have the right to update these prices at any time, except during a Transaction. Any amounts paid by the Client in connection with services received through the BitWine network are referred to below as “Revenues”. By accepting these terms or continuing to provide services through the BitWine Site and/or Service, you agree to pay BitWine commission at the rate as follows:
Until May 31, 2016: thirty three percent (33%) of any and all Revenues paid by Clients
Starting June 1, 2016:
- For advisors generating Revenues of under $4500 in prior calendar quarter: forty percent (40%) of any and all Revenues paid by Clients.
- For advisors generating Revenues of $4500 or above in prior calendar quarter (“Top Advisors”): thirty three percent (33%) of any and all Revenues paid by Clients.
This payment is referred to in this document as a “Commission”. BitWine is free to use the Commission as it deems fit. You hereby agree that you shall bear sole responsibility for payment of any applicable, income or other taxes on any fees paid to you by any Client.
BitWine reserves the right to monitor any and all communication through the BitWine Site and/or Service. BitWine shall invoice Advisor on a monthly basis, or upon its discretion, from time to time, for the unpaid Commission due against all of Advisor’s Revenues since the previous invoice date. Advisor shall pay BitWine the Commission invoiced no later than eight (8) days after the invoice date. Commission shall be paid in the same currency indicated in the invoice. In the event that Advisor fails to pay BitWine the required Commission within the eight (8) day period, BitWine shall be entitled to suspend Advisor’s account, in addition to pursuing any and all other legal remedies available to BitWine.
BitWine may in its discretion designate a collections service (such as PayPal or another third party) to facilitate the payment of Revenues by Clients and/or payment of Commission by Advisors. Currently, the Site and Services use PayPal as its third party payment service, but BitWine may, in its sole discretion, choose another third party payment service for the Site and Services. This collections service may charge a fee for processing these payments, pursuant to the terms and conditions stipulated by the collection service (“Processing Fees”). Where the collections service collects Processing Fees, these Processing Fees, as well as Commissions, will be deducted from Advisor’s Revenues.
For example and for illustration purposes only: if Client is required to pay Advisor $100, BitWine will charge a Commission of $40 (or $33 for Top Advisors). If applicable, the Processing Fees may first be deducted from the $100, BitWine will then charge Commission of $40 (or $33 for Top Advisors; in either case against the initial $100 payment) and Advisor will receive the remaining amount.
In the event that a Client cancels or charges back a payment to Advisor, for whatever reason, and/or a specific payment to Advisor is canceled, the Advisor may contact BitWine and provide BitWine with documentation supporting the payment cancellation. If BitWine determines, in its sole discretion, that the application is warranted, BitWine may credit Advisor’s next invoice for any Commission collected for such canceled payment or payment chargeback, however in no event shall BitWine bear any responsibility nor liability for any such canceled payment or payment chargeback.
Advisor Code of Conduct
You agree to abide by the following Code of Conduct. All your communication with users must be carried out via the Site or Services. In the event that Advisor fails to abide by this code of conduct, BitWine shall be entitled to suspend or terminate Advisor’s account, in addition to pursuing any and all other legal remedies available to BitWine.
You may not do (or attempt to do) any of the following in connection with the Site or Services:
- You will not exchange contact information with any other user (or any other information which permits users to make contact with you other than via the Site or Services).
- You will not post contact information (or any other information which permits users to make contact with you other than via the Site or Services) to the Site or Services, including but not limited to, your profile page and the forums.
- You will not render advice that is of the legal or medical nature, which may only be provided by a properly licensed medical or legal professional, with an established physician-patient relationship, attorney-client, or other relationship.
- You will comply with any applicable rules, regulations, laws, or statutes in using the Site or Services as an Advisor.
- You will not provide false information or misleading information in connection with your Advisor profile and you will affirmatively undertake the obligation to regularly maintain your profile and assure that it is accurate and up-to-date.
- You will assure that at all times you accurately list and represent your skills, qualifications, and background.
- You will not perform services as an Advisor in any jurisdiction where it is unlawful to do so.
- You will not provide any information or advice or recommendations pertaining to the value, viability, or investment or purchase value of any security, sweepstakes, lottery, games of chance, etc.
- You will not harass, threaten, or embarrass a client or other user of the Service.
- You will not using vulgar, racist, offensive or obscene language.
- You will maintain a professional relationship with your clients at all times and treat them with dignity and respect.
- You will advise Clients, whom you have been introduced to through the Site or Services, only by, on, or through the Site or Services.
- You acknowledge that if for any reason, a Client makes direct payment to you as an Advisor, you shall be responsible for payment of a Commission to BitWine against any such payment(s).
- You will not engage in any conduct or take any actions that may manipulate, undermine, and/or interfere with any ratings of any Advisor on the Site or Services. BitWine reserves the right to exclude without explanation any rating that we think may compromise the integrity of the Advisors feedback system.
- You will not attempt to send any “spam” or “junk” or any other form of unsolicited emails or communications to any Client or user of the Site or Services.
- You will not promote or introduce or refer any other service similar in nature to the Site and/or Services to any Client or user of the Site or Services.
- You will undertake to use your best efforts to safeguard confidential information provided to you by any Client.
- You will not offer services that guarantee the direct altering of the future, including, but not limited to, spells or spell removal.
- You will not knowingly engage in any conduct designed to defraud, mislead, or otherwise deceive any Client or any user of the Site or Services.
- You will not register multiple accounts as an Advisor and shall at all times have at most one active Advisor account.
You may choose to upload a picture of yourself or an icon or graphic that is suitable to your expertise and not offensive in nature. Pictures of other people other than yourself are not permitted. We reserve the right to ask for photo identification in order to validate your identity against the personal information provided in your profile.
Disclaimer of Warranty and Limitation of Liability
THE SITE AND SERVICES ARE PROVIDED FOR EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY, AND IS IN NO WAY INTENDED TO DIAGNOSE, CURE, TREAT OR RECTIFY ANY MEDICAL, PSYCHOLOGICAL, FINANCIAL OR OTHER CONDITION OR PROBLEM. IN ADDITION TO ALL OTHER LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT, BITWINE DISCLAIMS ANY LIABILITY OR LOSS IN CONNECTION WITH THE SITE OR SERVICES PROVIDED VIA BITWINE.
BITWINE DOES NOT GUARANTEE THE COMPLETENESS, AVAILABILITY, OR ACCURACY OF THE SITE OR SERVICES. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, BITWINE DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY FINANCIAL OR OTHER LOSS, DAMAGE, COST, OR EXPENSE SUFFERED OR INCURRED BY ANY ADVISOR, ANY USER, ANY CLIENT, OR ANY THIRD PARTY IN CONNECTION WITH THE SITE OR SERVICES OR OTHERWISE RELATED TO THIS AGREEMENT, OR BE LIABLE TO ANY ADVISOR, ANY USER, ANY CLIENT, OR ANY THIRD PARTY FOR DAMAGES RESULTING, OR ALLEGED TO HAVE RESULTED, FROM ANY ERROR OR OMISSION IN THE SITE OR SERVICES OR ANY ACTION TAKEN OR NOT TAKEN BASED THEREON, OR INFORMATION DERIVED THEREFROM, AND/OR ANY INFORMATION PROVIDED BY ANY ADVISOR; AND IN NO EVENT SHALL BITWINE BE LIABLE TO ANY ADVISOR, ANY USER, ANY CLIENT, OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR EXEMPLARY DAMAGES. BITWINE’S LIABILITY FOR ANY REASON UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SITE OR SERVICES SHALL NOT EXCEED THE COMMISSIONS ACTUALLY PAID TO BITWINE BY ADVISOR IN THE CONSECUTIVE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE GIVING RISE TO SUCH LIABILITY (IN THE EVENT NO COMMISSIONS HAVE BEEN PAID TO BITWINE DURING SUCH PERIOD, THEN SUCH LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100)).
Insurance and Indemnification
Advisor shall indemnify, defend and hold harmless BitWine, and its employees, representatives, agents (the “Indemnified Parties”) and affiliates against any and all losses, damages, suits, judgments, costs and expenses (including litigation costs and reasonable attorneys’ fees) arising out of or in connection with any claim, suit, action, or other proceeding brought against any of the Indemnified Parties for any claim, suit, action or other proceeding based on or otherwise arising from: (a) any breach of any representation, warranty, covenant or agreement to be performed by Advisor according to this Agreement; (b) Advisor’s rendering of services to any BitWine user, Client, or any third party; or (c) any materials that Advisor has posted to the Site or through the Services and/or any content or materials otherwise provided by Advisor to a Client or BitWine users generally by the Internet or other means. Advisor represents and warrants that it maintains and will continue to maintain adequate insurance if such insurance is required by any applicable laws or regulations which apply to the provision of services by Advisor.
Client Privacy and Communications
All information disclosed to you by the site users or Clients in connection with your services as an Advisor should be treated as PRIVATE and CONFIDENTIAL information. You may not share or post such information, including but not limited to portions or excerpts from Client communications, conversations or messages, to any group, publication, forum, website, or any other place, whatsoever. You may also not share such information with any other BitWine Advisor, nor with any other individual, entity, or person.
You understand that a user and/or Client is not required to maintain confidentiality with regard to any advice that you provide the Client as an Advisor.
Some communications through the Site and Services are facilitated by third-party means. Some or all communications between an Advisor, user or Client are not encrypted and therefore, may be subject to unauthorized interception or monitoring. In addition, any communications between an Advisor, user or Client conducted over email or telephone may similarly be subject to unauthorized interception monitoring.
Any information or content that you post or transmit through the Site and/or Services will not be considered your confidential information. You grant BitWine an unlimited, irrevocable, royalty-free license to use, reproduce, display, edit, copy, transmit, process, control, publicly perform and create derivative works, communicate to the public or any third party any such information and content on a world-wide basis.
BitWine makes no claim nor representation that the Site and/or the Services are permitted, or lawful for use outside the United States. If you access the Site from a location outside the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction where you reside and/or render services as an Advisor.
General and Miscellaneous
a) This Agreement combined with BitWine’s Terms of Service constitutes the entire and only agreement between BitWine and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and Services, and the subject matter of this Agreement. Any modification to this Agreement by you must be agreed to by the parties in a signed writing. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of BitWine, and any attempted assignment in violation of this paragraph is void. BitWine may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
b) Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and Services, by using the Site and/or Services, you expressly agree that any such dispute shall be governed by the laws of the State of New Jersey, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New Jersey, in Bergen County, for the resolution of any such dispute.Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (”JAMS”) by arbitrators appointed in accordance with such rules. The arbitration shall take place in Bergen County, New Jersey in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement and these Terms shall be entitled to costs and attorneys’ fees. If any part of this Agreement or these Terms are held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
c) You understand that nothing contained in in this Agreement shall create or imply any partnership, employment relationship, agency or joint venture.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BARGES TECHNOLOGIES, INC. BY CLICKING ON THE “CONTINUE” OR “SAVE” BUTTON ON THE ADVISOR SIGNUP PAGE YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.