Terms and Conditions for Hence Expert Services

These are the Terms and Conditions for you (“You”), who may be a Customer or Expert, using Hence Creative, Inc.’s (“Company”) professional creative software platform (“Platform”) and on-demand, hourly, subject matter expertise consulting services (“Expert Services”) and are enforceable as such. In order to maximize the opportunity for and from such Platform and be able to continue using it, these Terms and Conditions must be followed by all parties involved.

1. You agree that You have authority to enter into these Terms and Conditions.
2. You must use Company’s Platform, including structure and systems, for scheduling and attending each Expert Services session (individually “Consultation” and plurally “Consultations”) and other related management for the Services.
3. Scheduling will be done on the Platform’s integrated calendar scheduling system on which Expert will be responsible for presenting and updating their availability to Customer.
4. Required Customer payment method is a credit card and payments will be made through Company’s payment processor. Upon scheduling a Consultation, Customer’s credit card will be charged a “hold” for that amount, but such charge will not be completed. Customer’s credit card will ultimately be charged for a Consultation once it has been completed (or subject to cancellation terms herein for cancellations and/or rescheduling).
5. As Customer, You agree you have and/or will provide valid payment methods for which You have authority to use.
6. You must provide at least 48 hours advance written notice (email sufficient) to the other party and Company if You will be unavailable for or otherwise unable to attend a previously scheduled Consultation and both Customer and Expert shall promptly communicate and work together to reschedule such Consultation. Customer will not be refunded for Consultations that Customer cancels within less than 48 hours’ advance notice or fails to attend.
7. All Consultations will be billed for a minimum one hour in length, irrespective of the actual length of each Consultation. To the extent the parties wish to mutually extend a Consultation beyond one hour, Customer agrees to pay for the additional time in minimum 30 minute increments.
8. All Consultations will be conducted via video conference on the Platform with Company’s integrated video conference provider. You understand and agree that all Consultations will be recorded by the Company to assist in ensuring optimal outcomes; addressing any concerns, complaints, or disputes; and refining Company’s Expert Services offering. In addition, upon completion of each Consultation, Company will send You a short survey to gather each party’s feedback.
9. You will make best efforts to attend all Consultations in a private, appropriate setting and have a secure, high quality internet connection, for the purposes of confidentiality, efficiency and each party’s experience.
10. All Consultations must be conducted and attended personally by You and not by any of your representatives (rights and obligations are non-assignable).
11. You understand and agree that Company and Expert make no warranties or promises as to decisions made and corresponding results based on information or recommendations provided via the Company’s Expert Services offering. Customer is solely responsible for all decisions made and actions taken subsequent to a Consultation. The Company’s Expert Services are simply informational in nature and consulting advice for your informational desires. All materials, information, products, software, programs, and services are provided “as is,” with no warranties or guarantees whatsoever. Additionally, Company makes no warranty or guarantee that the Expert Services provided on its Platform will be uninterrupted, timely, secure, or error-free. Some jurisdictions do not allow the exclusion of warranties, so the above exclusion may not apply to You.
12. You understand and agree that the Expert is not an employee or staff of the Company, but an independent contractor. Should any alleged liability, claims, damages, or costs arise from or as to the Expert Services and/or the Expert, You agree to waive any and all liability and claims as to Company and the Expert, except for any such parties’ breach of these Terms and Conditions, gross negligence, or willful misconduct, and, otherwise, solely bring any allegations and claims directly against specific parties to which You attribute such issues, liabilities, damages, and/or costs. Additionally, You recognize that Company may use third-party platforms and services for the provision of the Expert Services on its Platform and You agree any claims or issues relating to those should be brought against the specific party providing such platform and/or services and not the Company.
13. You agree to disclose any potential conflicts of interest that exist or may arise before or during each Consultation. If a conflict is identified, the Company may change the Expert.
14. You shall conduct yourself in a reasonably professional manner at all times during each Consultation and not behave in a manner that could be construed as disrespectful, discriminatory or demeaning.
15. You may elect to not answer any question posed during a Consultation and may terminate a Consultation due to the other party’s inappropriate behavior. Upon such event occurring, You will communicate the details of said event to Company at your earliest convenience, and no later than three (3) business days of the respective Consultation.
16. You shall respect Confidential Information shared by the other party, including the Company, during a Consultation. This means a receiving party will not disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than the performance of the Expert Services. Receiving parties will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information. “Confidential Information” means any non-public information that relates to the actual or anticipated business, research, or development of Company or You and any proprietary information, trade secrets, and know-how of Company or You that is disclosed to another party with such notice of confidentiality. Such Confidential Information is the sole property of the respective disclosing party.
17. All respective parties’ intellectual property is the exclusive property of the respective ownership party. There is no transfer of IP rights and ownership, except limited revokable license for purposes of providing the Expert Services and work contemplated herein and through the Platform and third-party service providers. No party shall take any action that jeopardizes another party’s respective intellectual property rights. No party shall register, directly or indirectly, any trademark, trade dress, service mark, trade name, copyright, or company name which is identical or confusingly similar to the intellectual property of the other party or which constitutes a translation of the intellectual property into other languages. The parties shall solely use each others’ and others’ respective intellectual property to carry out the Expert Services.
18. You agree to not convey any information to another party, including Company, that is non-public information or subject to a Non-Disclosure Agreement between You and a third party, nor any information that would reasonably be considered non-public information by the discloser.
19. You shall not circumvent or attempt to circumvent the Consultations through Company. You WILL NOT directly or indirectly, for itself or any third party solicit, entice, or otherwise engage the Expert for services that are the same or similar to those Expert Services secured hereunder outside of this relationship and structure. Should any such situation occur, then You will owe Company the greater of (a) value of Expert’s time and services for Customer that would have occurred under this Agreement or (b) liquidated damages of $5,000.00. However, if Customer elects to hire Expert to execute on a project on a day rate, monthly retainer, or fixed fee basis subject to You providing notification to Company for such engagement and, if that occurs, Company reserves the right to charge You as Customer a one-time fee if Customer directly engages Expert, not to exceed two (2) times the Expert’s hourly consulting rate previously quoted and/or charged.
20. You agree that Company will not be liable for any indirect, incidental, special, consequential, punitive or exemplary damages arising out of or related to Company’s Platform and/or Expert Services. You agree that any and all of Company’s liability to You is capped to the amount paid by Customer to Company for each subject Consultation out of which such claim(s) emanate.
21. You will indemnify, defend, and hold harmless the Expert(s), Company and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any grossly negligent, reckless, or intentionally wrongful act of You or its agents, (b) any material breach of these Terms and Conditions, (c) any violation or claimed violation of a third party’s rights by You.
22. The internal laws of the state of Delaware, but not the choice of law rules, govern this Agreement with venue to be in the Courts of Delaware. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement. Should there be any litigation involving Company and You, then the winning party shall be reimbursed its reasonable attorneys’ fees and costs. Should Company incur any costs and fees, including attorneys’ costs and fees, in pursuit of amounts owed to Company under these Terms and Conditions and/or the Expert Services, then You shall be obligated to reimburse Company the full amount of such costs and fees spent in collections.
23. If a dispute arises between the Company and You or You and Customer/Expert, You and Company agree to timely bring such a conflict to the attention of the Company and first attempt to resolve any conflict or dispute with the Company through good faith, timely dialogue between them and their representatives and/or agents for at least 30 days. Should good faith dialogue not resolve the matter, then You agree to submit the matter to a mediation session with the costs to be shared equally between the parties involved. If the matter is not then resolved, then the parties may submit the matter to the courts as outlined herein.
24. Should there be any conflict or difference between these Terms and Conditions and any other contractual language between the parties (Company, Customer, and/or Expert), these Terms and Conditions will prevail.