Exxtraconnect Terms of Service

Last updated: August 2020

These Terms of Service constitute a legally binding agreement between you and Exxtraconnect, Inc. (the “Company” or “Exxtraconnect”) governing your use of the Exxtraconnect Platform (as defined below), the Company’s website's (Exxtraconnect.com, Exxtraconnect.net, Exxtraconnect.org or the “Site”) and mobile applications (the “Apps”). The Exxtraconnect Platform and related services provided by Company, the Site, and Apps, including without limitation communications and information (whether in writing, orally, or otherwise howsoever) provided by Company to potential and actual Service Providers and Clients (both as defined at Section 1) in relation to the services, together are hereinafter collectively referred to as the “Exxtraconnect Platform.” Clients, Beauty Professionals, Service Providers and/or Vendors are collectively known as Users.

Any personal data you submit to the Exxtraconnect Platform or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available here. You acknowledge that by using the Exxtraconnect Platform you have reviewed the Privacy Policy.

Your use of the Exxtraconnect Platform constitutes your acceptance of and agreement to all of the terms and conditions in these Terms of Service, the Privacy Policy and any future amendments and additions to this Agreement (as defined below) as we may publish from time to time. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement”.

PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND Exxtraconnect CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION. IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS CONTAINED HEREIN, AS APPLICABLE) AND YOU ACCEPT ALL OF ITS TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE Exxtraconnect PLATFORM.

You must be 18 years of age or older and otherwise capable of entering into binding contracts, in order to use or access the Exxtraconnect Platform. If you are under 18 years old, you may not use or access the Exxtraconnect Platform. Children under 18 years old are prohibited from accessing the Exxtraconnect Platform or otherwise providing any personal information to Exxtraconnect. A few highlights of these Terms of Service include:

1. The Exxtraconnect Platform Connects Beauty Professionals, Clients and Service Providers

The Exxtraconnect Platform is a web-based communications and networking platform which enables connections between Beauty Professionals, Clients, and Service Providers. “Beauty Professionals” are barbers, beauticians, nail technicians, cosmetologist, and all other sub professions within the beauty Professional Industry. They refer Clients to Service Providers. “Clients” are individuals and/or businesses seeking to obtain short-term services from Service Providers. “Service Providers” are individuals and/or businesses seeking to perform Services for Clients. Beauty Professional’s, Clients, and Service Providers together are hereinafter referred to as “Users.” If you agree on the terms of Service with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.

SERVICE PROVIDERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PERFORM VENDOR SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM VENDOR SERVICES. NOR DOES COMPANY EMPLOY BEAUTY PROFESSIONALS TO REFER SERVICE PROVIDERS. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A SERVICE PROVIDERS WORK AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND THE SERVICES IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES. WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.

The Exxtraconnect Platform only enables connections between Users for the fulfillment of Services. Company is not responsible for the performance or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services, Vendors, Clients, Beauty Professionals, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings provided by Users with respect to each other. Company makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Vendor Services requested or services provided by, or the communications of or between, Users identified through the Exxtraconnect Platform, whether in public, private, or offline interactions or otherwise howsoever.

2. User Vetting and User Representations and Warranties

User Vetting:

In Company’s sole discretion, users may be subject to an extensive vetting process before they can register for and during their use of the Exxtraconnect Platform, including but not limited to a verification of identity, using third party services as appropriate (“Identity Checks”). Although Company may perform Identity Checks, Company is not required to do so and cannot confirm that each User is who they claim to be. Company cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the Exxtraconnect Platform.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Exxtraconnect will not be liable for any false or misleading statements made by Users of the Exxtraconnect Platform. NEITHER Exxtraconnect NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “Exxtraconnect AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE Exxtraconnect PLATFORM AND YOU HEREBY RELEASE Exxtraconnect AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE Exxtraconnect PLATFORM.

User Representations and Warranties

You represent and warrant that: (1) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.

You further represent and warrant that you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Exxtraconnect Platform. You hereby warrant and represent that you will respect the privacy (including without limitation private, family and home life), property and data protection rights of Users and that you will not record (whether video or audio or otherwise) any Service Provider or any interaction by or with any User and/or Company in connection with the Exxtraconnect Platform without the prior written consent of Company and/or the relevant User, as applicable. You further represent and warrant that you will fulfill the commitments you make to other Users, including paying/receiving payment through the Exxtraconnect Platform using the PSP (as defined below), performing the Service(s) agreed upon as between the Service provider and Client, communicating clearly and promptly through the chat thread and/or responding to invitations promptly, being present and/or available at the time you agree upon with your Service Provider or Client as the case may be, and ONLY utilizing the third party payment processing system specified or approved by us to make or receive payment for services provided through the Exxtraconnect Platform (the “PSP”). You also represent and warrant that you will act professionally and responsibly in your interactions with other Users. You further represent and warrant that when using or accessing the Exxtraconnect Platform, you will act in accordance with any applicable local, state, provincial, national, or international law or custom and in good faith.

You hereby warrant and represent that, other than as fully and promptly disclosed to Company as set forth below, you do not have any motivation, status, or interest which Company may reasonably wish to know about in connection with the Exxtraconnect Platform, including without limitation, if you are using or will or intend to use the Exxtraconnect Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Company in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Exxtraconnect Platform.

Vendors additionally represent and warrant that you will provide timely, high-quality services to your Clients, you will only offer and provide services for which you have the necessary skills and expertise, and you will provide the services safely and in accordance with all applicable laws, and that you have the legal right to work in the country in which you are performing Vendor Services.

3. Contract between Clients and Service Providers

You acknowledge and agree that a legally binding contract (the “Service Agreement”) is formed when you agree on the terms of Service with another User (the “Connect”). The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the Exxtraconnect Platform, and any other contractual terms accepted by both the Vendor and their Client to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Service Provider (or Assistants (as defined below)), nor will it create an employment relationship between the Client and the Service Provider (or Assistants (as defined below)). Company’s role is restricted solely to acting as a limited digital connector and payment collection agent for the Service Provider to facilitate payment on behalf of the Service Provider through the Exxtraconnect Platform using the PSP in respect of Vendor Services they perform. In acting as the limited payment collection agent for particular Vendor Services on the Exxtraconnect Platform, Exxtraconnect disclaims any other agency or authority to act on behalf of the Service Provider, and assumes no liability or responsibility for any acts or omissions of the Service Provider, either within or outside of the Exxtraconnect Platform.

Where approved in advance by the Client, the Service Provider is not obligated to personally perform the Service. Before any services are performed by any assistants, helpers, subcontractors or other personnel engaged by the Service Provider (collectively “Assistants”), the Service Provider shall require any such individuals to become fully registered, oriented and verified Vendors on the Exxtraconnect Platform. A Service Providers failure to comply with this provision by bringing an Assistant who is not a registered Service Provider could lead to removal from the Exxtraconnect Platform. The Service Provider assumes full and sole responsibility for the acts and omissions of such Assistants, including without limitation the payment of all compensation, benefits and expenses of Assistants, if any, and for all required and applicable income tax withholdings as to the Service Provider and all persons engaged by the Service Provider in the performance of the Service.

While using the Exxtraconnect Platform, Clients, in their sole discretion, determine whether they will be present or not when a Service is performed and/or completed. Clients who elect not to be present when a Service is performed and/or completed agree that if someone other than them (i.e. spouse, roommate, friend, etcetera) is present when the Service is performed, they are appointing that person as their agent (“Client’s Agent”) and the Service Provider may take and follow direction from the Client’s Agent as if such direction was given from the Client him or herself.

The Client shall pay their Service Provider directly for completed Services through the Exxtraconnect Platform at the rates agreed to by the parties in the Service Agreement. Each User agrees to comply with the Service Agreement and this Agreement during the engagement, performance and completion of a Service. Both Users agree to notify Company of any disputes prior to negotiation of or filing of any claims and to negotiate any dispute informally via Company representatives for at least thirty (30) days before initiating any proceeding. Exxtraconnect reserves the right to suspend or terminate any account or Vendor Service pending the resolution of any dispute.

4. Billing and Payment

Users of the Exxtraconnect Platform contract for Services directly with other Users. Company will not be a party to any contracts for Services. Payment for Services through the Exxtraconnect Platform is made directly from the Client to the Vendor via the Exxtraconnect’s Payment Processing Provider, and not by Company. Company is not obligated to pay Service Provider for Client’s failure to pay for services.

Users of the Exxtraconnect Platform will be required to provide their payment method details to Company. Service Providers are responsible for invoicing Clients within 24 hours of the work being performed, even if the Vendor Service is not completed in its entirety or is designated as “ongoing”. Clients will be responsible for paying 50% of agreed upon cost upon acceptance of the invoice for each Service (the “Invoice”), which will include:
(i) the pricing terms of the Vendor Service agreed with and provided by a Service Provider (“Service Provider Payment”), (ii) any out of pocket expenses agreed with and submitted by a Service Provider in connection with the Service, (iii) any tip or gratuity, if applicable, (iv) the service charge Company assesses to the Client as payable for the use of the Exxtraconnect Platform, variable based on the Service Provider Payment amount, and (v) the platform fee the Company assesses to the Transaction, which is used to offset Company’s cost of providing Users with customer support, other various business objectives, and (vi) cancellation fees, if applicable. Service providers will be responsible for paying (i) registration fees, if applicable and (ii) cancellation fees, if applicable and (iii) repayment of erroneous payments. Clients may also be charged credit card processing fees equal to three percent (3%) of the aggregate expense amount if expenses related to a Vendor Service individually, or Vendor Services in the aggregate exceed $200.00.

Facilitation of Charges: All Charges are facilitated through a third-party payment processor (e.g., First Data, Stripe, Inc., or Braintree, a division of PayPal, Inc.). The Company may replace its third-party payment processor without notice to you. Payments shall only be made through the Exxtraconnect Platform. With the exception of tips, cash payments are strictly prohibited. Your payment satisfies your payment obligation for your use of the Exxtraconnect Platform and Vendor Services performed by Service Providers.

To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation. As part of the account validation, a temporary charge is placed on the account associated with the User and then refunded within 1-3 business days. Due to the difference in PSP and credit card issuer requirements, this temporary charge may vary between $0.01 to $5,000.00, depending on the estimated value of the Service and expenses.

When Client receives confirmation through the Exxtraconnect Platform or via email/text message that a Service has been completed, and selects approve, Client automatically authorizes the Exxtraconnect to process the remaining 50% of the Invoice. Users may be charged a cancellation fee through Exxtraconnect if you book (or accept) Service and cancel it before the scheduled time for performance.

Company reserves the right (but not the obligation), in its sole discretion, upon request from Client or Service Provider or Beauty Professional, or upon notice of any potential fraud, unauthorized charges or other misuse of the Exxtraconnect Platform, to (i) place on hold any Vendor Service Payment, out of pocket expenses, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or arrange for the PSP to do so.

Service Provider Payment and fees must be paid through the Exxtraconnect Platform through Exxtraconnect’s Payment Service Provider.

Cancellations and Refund of Payment

The Company will impose cancellation fees (“Cancellation Fee”) against Clients and Service Providers “Cancellation Fee” and issue refunds of payments (“Refund”) when Connects are cancelled based upon the following cancellation schedule.

Note: Users of the Exxtraconnect Platform will be liable for any taxes required to be paid on the Services provided under the Agreement.

5. Contests, Gift Cards, and Promotional Codes

Company may from time to time provide certain promotional opportunities and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified, or removed at any time by Company without advance notification. The liability of any of Company’s corporate partners pursuant to such promotional opportunities and contests shall be limited pursuant to Section 17 of these Terms of Service.

Company gift cards (“Gift Cards”) and/or promotional codes (“Promo Codes”) may be available and can be used to pay Service Provider Payments and Company service charges and platform fees in part or in full, but may not be used to pay for reimbursement of out of pocket expenses or tips associated with a Service provided through the Exxtraconnect Platform.

(a) Promo Codes
Promo Codes are an offer by Company to reduce the amount a Client has to pay in relation to a Service Provider Payment, service fee, and/or platform fee. Promo Codes will not affect the amount of the Vendor Service Payment a Vendor ultimately receives. The use or application of any Promo Code is solely intended as a promotional initiative and does not in any way create a relationship or engagement between Company or the Vendor or represent wages, fees or other amounts paid to the Vendor by Company. You agree that you will use Promo Codes in accordance with the terms of the Promo Code. Company reserves the right to withhold or deduct credits or other features or benefits obtained through the use of a Promo Code by you or any other User in the event that Company determines or believes that the use or redemption of a Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

6. Public Areas; Acceptable Use

The Exxtraconnect Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Exxtraconnect Platform, you should not share your personal contact information with other Users.

Without limitation, while using the Exxtraconnect Platform, you may not:

You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. Exxtraconnect will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.

7. Mobile App Updates and Upgrades

By installing one of the Apps, you consent to the installation of the App and any updates or upgrades that are released through the Exxtraconnect Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Exxtraconnect’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored your device, and (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App at any time.

8. Termination and Suspension

Company may terminate or limit your right to use the Exxtraconnect Platform in the event that we are investigating or believe that you have breached any provision of this Agreement (a “User Breach”), by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.

If Company terminates or limits your right to use the Exxtraconnect Platform pursuant to this Section 8, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. If Company terminates or limits your right to use the Exxtraconnect Platform as a User due to a User Breach, you will not be entitled to any refund of unused balance in your account.

Even after your right to use the Exxtraconnect Platform is terminated or limited, this Agreement will remain enforceable against you. Company reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 18 of these Terms of Service.

Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Exxtraconnect Platform at its sole discretion. Company is not liable to you for any modification or discontinuance of all or any portion of the Exxtraconnect Platform. Company has the right to restrict anyone from completing registration as a Service provider if Company believes such person may threaten the safety and integrity of the Exxtraconnect Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.

You may terminate this Agreement at any time by ceasing all use of the Exxtraconnect Platform. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

9. Account, Password, Security, and Mobile Phone Use

You must register with Company and create an account to use the Exxtraconnect Platform (an “Account”). You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by Company for accessing the Exxtraconnect Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. If you are accessing and using the Exxtraconnect Platform on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein. Company has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account, or you suspect any other breach of security, you agree to contact Company immediately.

By providing your mobile phone number and using the Exxtraconnect Platform, you hereby affirmatively consent to Exxtraconnect’s use of your mobile phone number for calls and recurring texts, (including with an auto dialer and/or prerecorded voice) in order to (a) perform and improve upon the Exxtraconnect Platform, (b) facilitate the carrying out of Vendor Services through the Exxtraconnect Platform, (c) provide you with information and reminders regarding your registration, orientation, upcoming Service Provider Services, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about incomplete or upcoming Services and/or in follow up to any push notifications delivered through our mobile application. Company will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your account settings within the app. You may opt-out of receiving calls from us by modifying your account settings within the Exxtraconnect app and stating that you no longer wish to receive calls during any call with us. You understand that we may send you a text confirming any opt-out by you.

10. User Generated Content

“User Generated Content” is defined as any information and materials you provide to Company, its corporate partners, or other Users in connection with your registration for and use of the Exxtraconnect Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that Exxtraconnect is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that Exxtraconnect has no obligation to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the Exxtraconnect Platform at its sole discretion.

You hereby represent and warrant to Company that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not represent you being employed or directly engaged by or affiliated with Exxtraconnect or purport you to act as a representative or agent of Exxtraconnect; and (i) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.

The Exxtraconnect Platform hosts User Generated Content relating to reviews and ratings of specific users (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each user should undertake their own research to be satisfied that a specific Service Provider is the right person for a Service. You agree that Company is not responsible or liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company is not obligated to investigate any remarks posted by Users for accuracy or reliability but may do so at its discretion.

You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights, publicity rights, and any other rights you have in your User Generated Content, in any media now known or not currently known in order to perform and improve upon the Exxtraconnect Platform.

Each User who provides to Company any videotape, film, recording, photograph, voice, or all related instrumental, musical, or other sound effects (collectively, “Media”), in exchange for the right to use the Exxtraconnect Platform, hereby waives any and all moral rights in connection with such Media and irrevocably grants to Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:

Each Vendor warrants and represents that they have the lawful authority to grant the rights set out above.

Each Vendor hereby waives all rights and releases Exxtraconnect and Affiliates from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Users identity, likeness or voice in connection with the Exxtraconnect Platform.

Each User acknowledges that Exxtraconnect shall not owe any financial or other remuneration for using the recordings provided hereunder by such Vendor, either for initial or subsequent transmission or playback, and further acknowledges that Exxtraconnect is not responsible for any expense or liability incurred as a result of such Vendor’s recordings or participation in any recordings, including any loss of such recording data.

11. Links to Third-Party Websites

The Exxtraconnect Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Company or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Exxtraconnect Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Company does not control any such websites and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that Exxtraconnect is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that Exxtraconnect has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Exxtraconnect Platform at its sole discretion.

The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. Exxtraconnect expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Exxtraconnect Platform. You hereby agree to hold Exxtraconnect harmless from any liability that may result from the use of links that may appear on the Exxtraconnect Platform.

As part of the functionality of the Exxtraconnect Platform, you may link your account with online accounts you may have with third party service vendors (such as Facebook or Google) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the Exxtraconnect Platform; or (ii) allowing Exxtraconnect to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Exxtraconnect and/or grant Exxtraconnect access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Exxtraconnect to pay any fees or making Exxtraconnect subject to any usage limitations imposed by such third-party service vendors. By granting Exxtraconnect access to any Third-Party Accounts, you understand that (i) Exxtraconnect may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the Exxtraconnect Platform via your account, including without limitation any friend lists, and (ii) Exxtraconnect may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Exxtraconnect Platform. Please note that if a Third-Party Account or associated service becomes unavailable or Exxtraconnect’s access to such Third-Party Account is terminated by the third-party service vendor, then SNS Content may no longer be available on and through the Exxtraconnect Platform. You will have the ability to disable the connection between your account on the Exxtraconnect Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE VENDORS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE VENDORS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Company is not responsible for any SNS Content.

12. Worker Classification and Withholdings

AS SET FORTH IN SECTION 1, Exxtraconnect DOES NOT PERFORM SERVICE PROVIDER SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES, NOR DOES IT EMPLOY BEAUTY PROFESSIONALS. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF A CLIENT, YOU INDEMNIFY AND HOLD Exxtraconnect AND AFFILIATES HARMLESS, AND IF A SERVICE PROVIDER OR BEAUTY PROFESSIONAL, YOU FULLY AND FINALLY RELEASE Exxtraconnect AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT VENDORS OR ASSISTANTS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT OF VENDOR SERVICES OR SERVICE AGREEMENTS OR THE USE OF THE Exxtraconnect PLATFORM, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF VENDORS AND ASSISTANTS AND THE TERMINATION OR CESSATION OF ANY VENDOR SERVICES, SERVICE AGREEMENTS, THIS AGREEMENT OR THE USE OF THE Exxtraconnect PLATFORM.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges and agrees that Exxtraconnect does not, in any way, supervise, scope, direct, control or monitor a Service Provider’s work or their Services performed in any manner. Company does not set a Service Provider’s work hours or location of work. Exxtraconnect will not provide any equipment, tools, labor or materials needed for a particular Service. Exxtraconnect does not provide any supervision to Users.

The Exxtraconnect Platform is not an employment agency service or business and Exxtraconnect is not an employer of any User. As such, Exxtraconnect is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a User’s use of the Exxtraconnect Platform. Vendors acknowledge and confirm that they are responsible for exercising their own business judgment in entering into Service Agreements and performing Vendor Services and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

This Section 12 in no way limits the generality of Section 17.

13. Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Exxtraconnect Platform is owned by Exxtraconnect, excluding User Generated Content, which Users hereby grant Exxtraconnect a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Exxtraconnect owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Exxtraconnect Platform without Exxtraconnect’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Exxtraconnect and, if applicable, the holder of the rights to the User Generated Content.

The service marks and trademarks of Exxtraconnect, including without limitation Exxtraconnect and Exxtraconnect logos, are service marks owned by Exxtraconnect. Any other trademarks, service marks, logos and/or trade names appearing via the Exxtraconnect Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.

14. Copyright Complaints and Copyright Agent

Exxtraconnect respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Exxtraconnect Platform infringe upon your copyright or other intellectual property right, please send the following information to Exxtraconnect’s Legal Team at: Exxtraconnect, Inc., 4480 South Cobb Drive Suite# 234, Smyrna, GA 30080, USA or legal@Exxtraconnect.com:

15. Confidential Information

You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Exxtraconnect and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Exxtraconnect Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Exxtraconnect in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Exxtraconnect upon termination of this Agreement for any reason whatsoever.

The term “Confidential Information” shall mean any and all of Exxtraconnect’s trade secrets, confidential and proprietary information, and all other information and data of Exxtraconnect that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, algorithms, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Exxtraconnect or Exxtraconnect’s business, operations or properties, including information about Exxtraconnect’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

16. Disclaimer of Warranties

(a) Use of The Exxtraconnect Platform Is Entirely at Your Own Risk
THE Exxtraconnect PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Exxtraconnect MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE Exxtraconnect PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE Exxtraconnect PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE Exxtraconnect PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.

Exxtraconnect does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third party through the Exxtraconnect Platform or any hyperlinked website or featured in any banner or other advertising, and Exxtraconnect will not be a party to or in any way be responsible for monitoring any transaction between you and third-party vendors of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, Exxtraconnect and Affiliates do not warrant that access to the Exxtraconnect Platform will be uninterrupted or that the Exxtraconnect Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Exxtraconnect Platform, or as to the timeliness, accuracy, reliability, completeness or content of any Vendor Service, service, information or materials provided through or in connection with the use of the Exxtraconnect Platform. Exxtraconnect and Affiliates are not responsible for the conduct, whether online or offline, of any User. Exxtraconnect and Affiliates do not warrant that the Exxtraconnect Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. Exxtraconnect and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.

Notwithstanding any feature a Client may use to expedite Exxtraconnect selection, each Client is responsible for determining the Service Provider and selecting their Service Provider and Exxtraconnect does not warrant any goods or services purchased by a Client and does not recommend any particular Service Provider. Exxtraconnect does not provide any warranties or guarantees regarding any Service Provider’s professional accreditation, registration or license.

In addition, no individual or entity shall be a third-party beneficiary of these terms. These terms are solely for the benefit of the parties to this Agreement and are not intended to and shall not be construed to give any person or entity other than you any interest, remedy, claim, liability, reimbursement, claim of action or any other rights (including, without limitation, any third party beneficiary rights), with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

(b) No Liability
You acknowledge and agree that Exxtraconnect is only willing to provide the Exxtraconnect Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold Exxtraconnect and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorney fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Exxtraconnect Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Exxtraconnect and Affiliates and any destruction of your User Generated Content.

UNDER NO CIRCUMSTANCES WILL Exxtraconnect AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY Exxtraconnect, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE Exxtraconnect PLATFORM OR THE VENDOR SERVICE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.

Exxtraconnect AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS Exxtraconnect PLATFORM. Exxtraconnect AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY WORK PERFORMED VIA THE Exxtraconnect PLATFORM.

IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT Exxtraconnect AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential or incidental damages, so certain aspects of the limitations above may not apply to you.

(c) Release
THE Exxtraconnect PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. BECAUSE Exxtraconnect IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE ACTUAL CONTRACT BETWEEN USERS OR IN THE COMPLETION OF THE VENDOR SERVICE, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE Exxtraconnect AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY), EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

17. Indemnification

You hereby agree to indemnify, defend, and hold harmless Exxtraconnect and Affiliates, and their attorneys, insurers, independent contractors, Service Providers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the Exxtraconnect Platform or perform Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your account to the Exxtraconnect Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. Exxtraconnect reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Exxtraconnect.

18. Dispute Resolution – Arbitration & Class Action Waiver

USERS RESIDING IN THE UNITED STATES: PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Exxtraconnect CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND Exxtraconnect TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.

(a) Informal Negotiations
To expedite resolution and reduce the cost of any dispute, controversy or claim between you and Exxtraconnect (each a “Claim” and collectively “Claims”), you and Exxtraconnect agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (30) days before initiating any arbitration. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to Exxtraconnect, Inc. 4480 South Cobb Drive Suite# 234, Smyrna, GA 30080. If necessary, to preserve a Claim under any applicable statute of limitations, you or Exxtraconnect may initiate arbitration while engaging in the informal negotiations.

During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.

After a good faith effort to negotiate, if you or Exxtraconnect believe a Claim cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the Commercial Arbitration Rules (the “AAA Rules”).

(b) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND Exxtraconnect MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.

This agreement to arbitrate contained in this Section 18 (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives the termination of this Agreement and your relationship with Company.

Claims covered by this Arbitration Agreement include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: this Agreement and prior versions (including the breach, termination, enforcement, interpretation or validity thereof); the Exxtraconnect Platform, services, or Services Provider Services; your relationship with Exxtraconnect; the threatened or actual suspension, deactivation or termination of your Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any city, county, state or federal wage-hour law; compensation, breaks and rests periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, emotional distress; any promotions or offers made by Company; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Fair Labor Standards Act, Civil Rights Act of 1964, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Company and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters; and all other federal and state statutory and common law claims.

If there is a dispute about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and Exxtraconnect agree that this threshold dispute shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disputes, except as expressly provided below.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND Exxtraconnect ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY THE TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.

(c) Agreement Prohibiting Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and Exxtraconnect agree that any arbitration will be limited to the Claim between Exxtraconnect and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND Exxtraconnect ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and Exxtraconnect otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to Private Attorney General Act Claims brought against Company, which are addressed separately in Section 18(d) below.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules (as defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(d) Representative PAGA Waiver
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and Exxtraconnect agree not to bring a representative action on behalf of others in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and Company agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this Representative Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this Representative Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the Representative Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(e) Rules and Logistics Governing Arbitration
The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. You and Exxtraconnect agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.

As part of the arbitration, both you and Company will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:

Unless you and Company agree otherwise, any arbitration hearings between Company and a Service Provider will take place in the county of your billing address, and any arbitration hearings between Company and a Client will take place in the county in which you received services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.

(f) Exceptions to Arbitration
The following types of Claims may be, but are not required to be, arbitrated under the Arbitration Agreement:

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under this Agreement. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.

(g) Severability
Except as otherwise provided in the severability provisions in Sections 18(c) and 18(d) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision s2hall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(h) Right to opt Out of Arbitration Agreement
If you are a Vendor, you may opt out of the Arbitration Agreement by notifying Company in writing within thirty (30) days of your agreement to these Terms of Service. To opt out, you must send a written notification to Company at Exxtraconnect, Inc., 4480 South Cobb Drive Suite# 234 | Smyrna, GA 30080 Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

19. Governing Law

USERS RESIDING IN THE UNITED STATES: Except as provided in Section 18 or expressly provided otherwise, this Agreement and your use of the Exxtraconnect Platform will be governed by, and will be construed under, the laws of the State of Georgia, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Georgia law to interpret this Agreement and is not intended to create any substantive right to non-Georgians to assert claims under Georgia law whether by statute, common law, or otherwise.

20. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

21. General Provisions

Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Company with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” in Section 18, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this Section 21 shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.

22. Licensing

Service Providers alone are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and undertaking Services. Indeed, certain types of Service Provider Services may be prohibited altogether, and it is the responsibility of Service Providers to avoid such prohibited services. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Service Providers and services on the platform, you can and should first seek separate legal guidance.

Because Exxtraconnect does not oversee, monitor or supervise the posting, scoping or performance of Service Providers, Clients must determine for themselves whether a Service Provider is qualified to perform the specific Service at hand. Clients may wish to consult their state/provincial/territorial or local requirements to determine whether certain Services are required to be performed by a licensed professional.

23. Changes to this Agreement and the Exxtraconnect Platform

Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including the Terms of Service, & Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Exxtraconnect Platform or any content or information through the Exxtraconnect Platform at any time, effective with or without prior notice and without any liability to Company. Company will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Exxtraconnect Platform. Your continued use of the Exxtraconnect Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Company may also impose limits on certain features or restrict your access to part or all of the Exxtraconnect Platform without notice or liability.

24. No Rights of Third Parties

None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.

25. Notices and Consent to Receive Notices Electronically

You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.

If you have any questions about these Terms of Service or about the Exxtraconnect Platform, please contact us by email at legal@Exxtraconnect.com or by mail to 4480 South Cobb Drive Suite# 234, Smyrna, GA 30080, USA.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY, AND AGREE THAT MY USE OF THE Exxtraconnect PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.