THESE TERMS CONTAIN:

• AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST FRESH STARTS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW; AND

• IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU, INCLUDING LIMITATIONS ON THE REMEDIES AVAILABLE TO YOU IN A DISPUTE. 

THESE TERMS TAKE EFFECT BY INDICATING ACCEPTANCE OF THESE TERMS THROUGH CLICKING A CHECK BOX AND/OR BUTTON. BY USING THE EXPERT SERVICES, OR CLICKING “I AGREE,” YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT BE LISTED IN THE EXPERT GUIDE OR OTHERWISE USE THE EXPERT SERVICES.

YOU CAN OPT OUT OF THIS AGREEMENT TO ARBITRATE BY CONTACTING legal@freshstartsregistry.com WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME AND THAT YOU DECLINE THIS AGREEMENT TO ARBITRATE. 

Fresh Starts Registry, Inc. (“Fresh Starts,” “we”, “us”, or “our”) provides services and support to individuals experiencing a life transition (“Users”) through its website, www.freshstartsregistry.com and associated domains and applications (the “Site”), and all of the websites, products, services, programs, and networks offered by Fresh Starts (“User Services”). Fresh Starts also provides development opportunities to professionals (“Expert,” “you”, or “your”) who may be able to assist Users with their transition or serve as a resource to businesses (such development opportunities, “Expert Services” and, collectively with User Services, the “Services”). 

This Fresh Starts Registry Expert Agreement (this “Agreement”) applies to your use of the Expert Services and is a binding legal agreement between you and Fresh Starts. In addition, when using the Site, you will be subject to any additional terms applicable to such services that may be posted on the Fresh Starts website from time to time, including, without limitation, any terms of use or privacy policy as Fresh Starts may implement. 

We reserve the right, at our sole discretion, to change or modify portions of this Agreement at any time. If we do this, we will post the changes on the Site and notify you, either through an email notification or other reasonable means. Your continued use of the Expert Service without notifying Fresh Starts of any objection after the date any such changes become effective constitutes your acceptance of the then-current Expert Agreement.  

1. Expert Services and Expert’s Obligations.

1. General. If approved, and subject to the terms and conditions of this agreement, you may participate in Fresh Starts’ list of professional resources made available to Users (the “Expert Guide”). Subject to the terms and conditions of this Agreement and Expert’s compliance therewith, during the Term (as defined below), Fresh Starts 

1. As to Experts participating in the Expert Guide, (1) will include Expert’s profile (“Profile”) in the Expert Guide, (2) hereby authorizes Expert to represent themself as a “Fresh Starts Registry Expert” and to use such designation in the promotion of Expert’s business, and (3) at its discretion, provide benefits such as invitations to seminars and social media exposure on Fresh Starts’ social media accounts. For the avoidance of doubt, Fresh Starts will not facilitate communication or engagement between Users and Expert beyond including Expert’s Profile in the Expert Guide, and Fresh Starts does not guarantee any User will contact or retain professional or other services from Expert.

2. Expert Content. Fresh Starts may require or otherwise enable Expert to provide Fresh Starts with certain documentation, information, and other content to populate Expert’s Profile, such as Expert’s contact information, credentials, photo, etc. (“Expert Content”). Expert represents and warrants that all Expert Content is complete, accurate, truthful, and not misleading. If Expert becomes aware that any Expert Content is not, or is no longer, complete, accurate, truthful, and not misleading, Expert must immediately notify Fresh Starts and provide conforming Expert Content. Without limiting any other available remedy, Fresh Starts may remove, without notice to Expert, any Expert Content from the Expert Guide and Site that Fresh Starts believes is inaccurate, misleading, or otherwise harmful or offensive.

3. Expert’s Conduct. Expert will at all times during the Term: (1) act in a manner that reflects favorably on Fresh Starts’ good name, goodwill, and reputation; (2) without limiting the foregoing, not  make false, misleading, deceptive, or fraudulent statements to Fresh Starts or any Users, and will otherwise refrain from any deceptive, misleading, unethical, or fraudulent practices that might be detrimental to Fresh Starts, Users, other experts, or the public. 

2. Fees and Payment. 

1. Expert Guide. Expert will pay Fresh Starts a monthly subscription fee equal to $25(“Fee”) to be listed on the Expert Guide and $55 (“Fee”) to receive Expert Services and be included on the Expert Guide.

2. The monthly subscription fee will be automatically processed by Fresh Starts’ third-party service provider until the Agreement is terminated in accordance with Section 5 herein. 

3. Confidentiality. 

1. “Confidential Information” means information that either party (“Discloser”) discloses to the other party (“Recipient”) under this Agreement or Recipient gains authorized access to in performing under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. “Confidential Information” does not include information that Recipient can document: (A) is independently developed by Recipient; (B) is rightfully given to Recipient by a third party without confidentiality obligations; or (C) becomes public through no fault of Recipient. 

2. Restrictions. Each party as Recipient will take reasonable precautions to protect Discloser’s Confidential Information and will not use (except as expressly permitted in this Agreement) or divulge to any third party any Confidential Information except to those employees and representatives of Recipient who have a need to know the Confidential Information to enable Recipient to perform its obligations under this Agreement. The foregoing will not apply with respect to any Confidential Information five years after the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under applicable law), or any Confidential Information to the extent that it is required to be disclosed by applicable law.

4. Intellectual Property

1. Expert Content. By uploading or otherwise providing Fresh Starts any Expert Content you hereby grant Fresh Starts and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify, create derivative works of, and otherwise use your Expert Content (including any imagine, likeness, personality, or similar rights arising therefrom or related thereto) in connection with the operation and provision of the Site and provision of the Services, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed. 

2. Fresh Starts. Except to the extent containing Expert Content, Fresh Starts owns the Site and Services, including all intellectual property rights in or associated with (and any derivatives of) the foregoing (the “Fresh Starts IP”). The Fresh Starts IP is protected by copyright law and other applicable law. No ownership rights in the Fresh Starts IP are transferred to Expert by this Agreement. Expert does not have any rights in or to the Fresh Starts IP except for the limited express rights granted in this Agreement. 

5. Term and Termination.

1. Term. This Agreement is effective upon agreement by Expert and will continue for six months unless earlier terminated (the “Initial Term”). Thereafter, this Agreement will automatically renew for additional one-month terms until this Agreement is terminated (each such term, a “Renewal Term” and together with the Initial Term, “Term”).

2. Termination for Convenience. Fresh Starts may terminate this Agreement at any time for any reason upon written notice to Expert. Following the Initial Term, Expert may terminate this Agreement for any reason upon written notice to Fresh Starts.

3. Termination for Breach. Fresh Starts may terminate this Agreement or suspend its provision of Expert Services hereunder immediately without prior notice to Expert if Expert breaches, or Fresh Starts suspects Expert has breached, Sections 1.B, 1.C, and/or 6.B.

4. Effect of Termination. Upon the termination of this Agreement, Fresh Starts will remove Expert from the Expert Guide.  Expert will stop representing themself as a “Fresh Starts Expert” (or any similar designation) and will lose access to the Expert Services. Expert will not be entitled to any refund upon termination. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

5. Survival. The following sections of this Agreement will survive any expiration or termination of this Agreement: Sections 3 (Confidentiality), 4 (Intellectual Property), 5.D (Effect of Termination), 5.E (Survival), 9 (Indemnification), 10 (Limitations of Liability), 12 (Arbitration), and 14 (Miscellaneous).

6. Warranties. 

1. Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution and delivery of this Agreement by the executing party do not violate the laws of any jurisdiction or the terms of any other agreement to which it is a party or by which it is otherwise bound.

2. Professional Warranties. Expert represents and warrants that: (1) Expert is in good standing and holds all licenses, certificates, or other qualifications necessary to provide professional advice to Users in the profession listed on Expert’s Profile; (2) Expert will notify Fresh Starts within 48 hours of any change to Expert’s standing or status in Expert’s profession; (3) Expert will comply with all applicable professional standards and ethical obligations imposed by a relevant professional association (such as a Bar Association, or the American Dental Association); and (4) without limiting the foregoing, if Expert is subject to any restrictions or other standards regarding adverting of Expert’s services, Expert will inform Fresh Starts and provide any disclaimers, guidelines, notifications, or language that must be included on the Expert’s Profile and/or the Site. 

3. Disclaimer. Except as set forth in this Agreement, Fresh Starts expressly disclaims all warranties of any kind, whether express, implied, or statutory. Fresh starts makes no representation or warranty that (i) the Expert Services will meet your requirements, (ii) the Expert Guide will be available to users at all times, (iii) the Expert Guide will be error-free. Without limiting the foregoing, and notwithstanding anything to the contrary contained on the Site or otherwise, Fresh Starts makes no representation, warranty, or guarantee that the Expert Services, including  Expert’s Profile’s inclusion in the Expert Guide will result in any customer acquisition or otherwise any monetary or reputational gain or benefit.

7. User Communications and Disputes. Expert agrees that Expert is solely responsible for their communications and interactions with Users. Fresh Starts has no liability or responsibility in connection with such interactions or communications. 

8. Indemnification. Expert will indemnify Fresh Starts from and pay: (A) all damages, costs, liabilities, and attorneys’ fees incurred by Fresh Starts in any actual or threatened third-party claim, proceeding, or suit arising out of or based on Expert’s (1) breach of this Agreement or applicable law or (2) Expert’s use of the Expert Services (each, a “Claim”); (B) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by Fresh Starts in connection with the defense of a Claim (other than attorneys’ fees and costs incurred without Expert’s consent after Expert has accepted defense of the Claim); and (3) all amounts that Expert agrees to pay to any third party to settle any Claim. Additionally, at Fresh Starts election, Expert will defend Fresh Starts against all such Claims.

9. Limitations of Liability.

1. Exclusion of Damages. Neither Fresh Starts nor its suppliers, officers, affiliates, representatives, contractors, or employees will be liable to Expert for any lost profits, loss of business, or loss of data, or any consequential, incidental, special, or exemplary damages arising out of or related to this Agreement, even if Fresh Starts is apprised of the likelihood of such damages occurring.

2. Damages Cap. Fresh Starts’ total liability of all kinds arising out of or related to this Agreement (including warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), or otherwise, will not exceed $500. 

3. Applicability. Some jurisdictions do not allow the exclusion or limitation of damages. This Section 9 (Limitations of Liability) will apply solely to the extent permitted by applicable law.

10. Dispute Resolution By Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in this Agreement as the “Arbitration Agreement.”  You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this Agreement (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.  Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.  You agree that, by entering into this Agreement, you and Company are each waiving the right to a trial by jury or to participate in a class action.  Your rights will be determined by a neutral arbitrator, not a judge or jury.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

2. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.  UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.  

3. Pre-Arbitration Dispute Resolution. Company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at hi@freshstartsregistry.com .  If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).  The Notice to Company should be sent to legal@freshstartsregistry.com (“Notice Address”).  The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.  If Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding.  During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled.

4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.  For information on the AAA, please visit its website, http://www.adr.org.  Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration.  If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.  The arbitrator must also follow the provisions of this Agreement as a court would.  All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.  Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Agreement and applicable law.  Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.  If the parties are unable to agree on a location, the determination shall be made by AAA.  If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.  If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.  Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

1. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.  If the value of the relief sought is $75,000 or less, at your request, Company will pay all Arbitration Fees.  If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Company will pay your portion of such fees.  In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  Any payment of attorneys’ fees will be governed by the AAA Rules.

2. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

3. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.  If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief.  The remainder of the Agreement will continue to apply.

4. Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above.  By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

1. Notices. All notices under this Agreement must be in writing and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon being sent, if delivered by email. Either party may update its notice address by notice to the other party in accordance with this Section. All notices to Fresh Starts will be sent to legal@freshstartsregistry.com.

2. Miscellaneous. This Agreement is governed by New York law without reference to its conflict of laws principles. All claims arising under this Agreement will be litigated exclusively in the federal or state courts of New York County, New York. In any proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Expert may not assign its rights or delegate its performance under this Agreement without Fresh Starts’ prior written consent, and any attempt to do so is void. Fresh Starts may assign its rights or delegate its performance under this Agreement without Expert’s consent. This Agreement binds and benefits the parties’ permitted successors and assigns. If any provision of this Agreement or portion of a provision is invalid, illegal, or unenforceable, the rest of this Agreement will remain in effect. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement. This Agreement constitutes the entire agreement and supersedes any other agreement of the parties relating to its subject matter. This Agreement may only be amended in a writing signed by both parties and stating that it is amending this Agreement. This Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties. There are no third-party beneficiaries of this Agreement. Neither party will be liable for any delay or failure to perform under this Agreement as a result of any cause or condition beyond that party’s reasonable control, so long as that party uses reasonable efforts to avoid or remove those causes of delay or non-performance. Any heading, caption, or section title contained in this Agreement is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.” This Agreement may be executed in counterparts (which may be exchanged by email). Each counterpart should be considered an original, but all counterparts together should constitute the same Agreement.