1. ACCEPTANCE; SCOPE; NATURE OF THE EXPERT NETWORK
These Expert Network Terms (the “Network Terms”) govern the Leovoid Expert Network (the “Network”), a venue operated by Leovoid Technologies, Inc., a Delaware corporation (“Leovoid,” “we,” “us,” or “our”), on the TenthLoop platform, through which professionals who offer expert services relating to the Products, Solutions, and Tools available on the platform and their subject matter (“Experts”) and customers who seek those services (“Clients”) can find one another, post and respond to requests, and communicate. An Expert or a Client who accesses or uses the Network is a “Member.” These Network Terms are a Platform-level supplement to the TenthLoop Master Account Terms (the “Account Terms”), and together with the Account Terms, any Tool Addendum or program terms that apply to a Member’s activity, and any Order Form, form the Agreement between each Member and Leovoid with respect to the Network. In the event of a conflict, these Network Terms control solely with respect to the Network.
The Network is not part of the Marketplace. The Marketplace offers only products, solutions, tools, and add-ons provided directly by Leovoid, whereas the Network is a venue through which Members, and not Leovoid, offer and obtain services. By accessing or using the Network in any manner, a Member confirms that it has read, understood, and agrees to be bound by these Network Terms and the Account Terms. A person who does not agree must not use the Network.
LEOVOID OPERATES THE NETWORK AS A VENUE ONLY. LEOVOID IS NOT A PARTY TO ANY ENGAGEMENT BETWEEN AN EXPERT AND A CLIENT, DOES NOT EMPLOY, SUPERVISE, DIRECT, OR CONTROL ANY EXPERT, DOES NOT PERFORM, REVIEW, OR GUARANTEE ANY EXPERT’S SERVICES, AND IS NOT A STAFFING AGENCY, CONSULTANT, OR ADVISOR TO ANY MEMBER IN CONNECTION WITH AN ENGAGEMENT. Each Expert is an independent professional or business and not an employee, agent, partner, or representative of Leovoid. An Expert’s listing, verification, badge, rating, or ranking is not an endorsement, certification, or warranty by Leovoid of that Expert or its services.
2. DEFINITIONS
Capitalized terms not defined in these Network Terms have the meaning given in the Account Terms. In addition: “Expert Field” means a subject area, discipline, or service category, such as accessibility, that Leovoid designates for the Network from time to time. “Engagement” means a request for, proposal for, quotation for, or agreement for an audit, evaluation, implementation, consulting, training, or related expert service in an Expert Field between an Expert and a Client, whether posted on, initiated through, or arising from the Network. “Contact Information” means any information that identifies a Member or enables a Member to be contacted outside the Network, including a name, company name, email address, telephone number, messaging or social-media handle, website address, physical address, or any other direct means of contact. “Unlock Fee” has the meaning given in Section 6. “Introduced Engagement” and “Introduced Party” have the meanings given in Section 8. “Designated Tool” has the meaning given in Section 8. “Credential Holder” has the meaning given in Section 3. “Wind-Down Period” has the meaning given in Section 15. “Platform Channels” means the messaging, proposal, file-exchange, and other communication functions Leovoid provides within the Network.
Expert Fields. Leovoid may open the Network to one or more Expert Fields, and may add, combine, change, restrict, or discontinue any Expert Field at any time, prospectively, as published on the Site or in the Documentation, without amending these Network Terms. These Network Terms apply to every Expert Field. Where a field has requirements of its own, such as credentials, a Designated Tool, or a field-specific Tool Addendum or program terms, those requirements apply in addition to these Network Terms to Members who participate in that field.
3. ELIGIBILITY; ACCOUNTS; AUTHORITY; PROFILE OWNERSHIP
A Member must hold an Account in good standing and must be authorized to bind the entity on whose behalf it acts. Access and actions within the Network by a Member’s Users are governed by the roles and permissions provisions of the Account Terms, and each Member is responsible for the acts and omissions of its Users, and of every person who performs services for it, in the Network. Leovoid may decline, condition, suspend, or end any person’s access to the Network, or any feature of it, in its sole discretion. A person who has been removed from the Network may not return under another Account or identity without Leovoid’s written permission.
Profile ownership. An Expert profile belongs to the Account that holds it, and not to any individual User, Authorized User, employee, or contractor. The Account, acting through its Account Owner, is the Expert and the Member for all purposes of these Network Terms. The Account Owner controls the profile and may create, edit, suspend, or delete it, and may decide which of the Account’s Users act for the Account in the Network, subject to the roles and permissions provisions of the Account Terms. Verification, badges, reviews, ratings, metrics, ranking, Unlock Fees, credits, Introduced Engagements, and the protected period under Section 8 all attach to the Account and not to any individual. A person whose credential supports the Account’s verification (a “Credential Holder”), whether an Account Owner, an employee, or a contractor, acquires no right in or to the profile, its reviews or ranking, or any Introduced Engagement by reason of that credential, and the Account remains fully responsible for the Credential Holder’s services and conduct. If a Credential Holder leaves the Account or ceases to be affiliated with it, the Account Owner must notify Leovoid promptly, and unless the Account has another valid credential accepted by Leovoid for the relevant Expert Field, Leovoid may suspend or remove the Account’s badge or listing for that field as provided in Section 4.
4. EXPERT VERIFICATION; STANDING
Verification. An Account may be listed as an Expert, and may use the Network’s Expert features, only after completing the verification Leovoid requires for each Expert Field in which it seeks to be listed. Verification may include a knowledge quiz, the submission of professional, educational, and identity information, and the submission of certifications, licenses, or equivalent credentials relevant to the Expert Field for review, and is conducted under the identity verification provisions of the Account Terms. Any Account Owner or Authorized User may submit a credential on behalf of the Account. Where the name on the credential matches the Account Owner or the name of the Account, the credential supports the Account’s verification; where it does not, the Account must also provide proof of the Credential Holder’s affiliation with the Account that is satisfactory to Leovoid. Once Leovoid accepts a credential, the Account is verified for that Expert Field, and its Users may act for the Account in the Network as the Account Owner permits. Leovoid determines, in its sole discretion, the requirements for each Expert Field and whether to accept, decline, or condition any verification. An Account may be verified in more than one Expert Field, and verification in one Expert Field does not verify the Account in another. A quiz or educational content Leovoid provides is governed by the educational-content provisions of the Disclaimer and is not a certification or credential issued by Leovoid.
Verified badge. An Account whose verification Leovoid has accepted for an Expert Field may display a verified badge for that field on its profile. The badge indicates only that Leovoid completed the verification steps it required for that field at the time, and not that Leovoid has evaluated the quality, accuracy, or legality of any of the Expert’s services.
Continuing validity. An Expert must keep every credential it submitted valid and current and must notify Leovoid promptly of any expiration, suspension, revocation, or change affecting it, including a change in a Credential Holder’s affiliation with the Account, or of any claim, complaint, or disciplinary matter relating to its professional services. If a credential expires or lapses and is not renewed and submitted within the grace period Leovoid specifies in the Documentation, Leovoid may remove the Expert’s badge, suspend or remove its listing for the affected Expert Field or entirely, or terminate its Network access.
Additional verification, insurance, and screening. In its sole discretion, and according to criteria it determines, Leovoid may require any Expert to complete additional verification, to obtain and maintain professional liability insurance and provide evidence of it, to submit to additional screening, or to complete ongoing or repeated verification and clearance. Such requirements may be optional for some Experts and mandatory for others, may vary by Expert or by Expert Field, and may be imposed at any time, including where Leovoid observes unusual, suspicious, or non-compliant activity. An Expert that does not complete a requirement within the time Leovoid specifies may be suspended or removed.
5. REQUESTS, PROPOSALS, AND PROFILES
A Client may post a request describing an Engagement it seeks, and an Expert may submit a proposal in response. A Client may also browse Expert profiles and send a request for a quotation to an Expert. A Member’s profile, request, proposal, quotation, and communications must be accurate, lawful, and not misleading, and must not contain Contact Information, a link or instruction intended to move communications off the Network, or any content that infringes a third party’s rights. Leovoid may review, edit, redact, decline, or remove any profile, request, proposal, or content, and may use automated and manual means to do so.
Requests are displayed to Experts without the identity, Contact Information, or other details that would identify the Client, and Expert Contact Information is likewise withheld from Clients, until the stage of the Network’s process at which Leovoid makes more information available, as described in Section 6. Leovoid determines what information is visible at each stage.
6. CONTACT LOCK; UNLOCK FEE; PLATFORM CHANNELS
Contact lock. Contact Information is locked. A Member may communicate with another Member about an Engagement only through the Platform Channels, and a Member’s Contact Information is not disclosed to another Member except as Leovoid may in its discretion decide after the applicable unlock step.
Unlock Fee. To unlock access to a Client’s request in order to communicate with the Client about it, an Expert must pay the fee published for that purpose (the “Unlock Fee”), in credits or in cash, as Leovoid makes available. Leovoid may establish, change, or discontinue Unlock Fees and the party that pays them, prospectively, and may set them differently by Expert Field, as published on the Site or in the Documentation.
THE UNLOCK FEE IS NON-REFUNDABLE. It is earned when the unlock occurs and is not refunded or credited back for any reason, including that the Client does not respond, declines the Expert’s proposal, withdraws or changes the request, selects another Expert, or that no Engagement results, or that the Expert is later suspended or removed, or that the Network or an Expert Field is later discontinued. An unlock gives the Expert access to communicate through the Platform Channels only. It does not guarantee a response, an Engagement, or any outcome, and it does not entitle the Expert to the Client’s Contact Information.
Platform Channels. Leovoid may monitor, scan, filter, block, or redact communications and files exchanged through the Platform Channels, including to detect Contact Information, off-platform solicitation, abuse, and breaches of the Agreement, and each Member consents to this. Communications through the Platform Channels may be retained and used by Leovoid to administer the Network, resolve disputes, enforce these Network Terms, and comply with law, consistent with the Privacy Policy.
7. KEEPING ENGAGEMENTS ON THE NETWORK; PROHIBITED CIRCUMVENTION
Each Member agrees not to, and not to permit any User or third party to: (a) share, request, or seek to obtain Contact Information, or propose or agree to communicate, contract, or transact outside the Platform Channels, with any other Member in connection with an Engagement, before or after an unlock; (b) include Contact Information, or any code, spacing, image, or other disguised form of it, in a profile, request, proposal, message, file name, attachment, report or other deliverable, or review; (c) offer or accept a discount, payment, or other inducement to move an Engagement off the Network; (d) solicit a Client or Expert introduced through the Network to conduct business outside it, or to avoid or reduce any fee, credit, or charge payable to Leovoid; or (e) use any means, including intermediaries, affiliates, Credential Holders, or other third parties, to do indirectly what this Section prohibits.
8. INTRODUCED ENGAGEMENTS; PROTECTED PERIOD; CIRCUMVENTION CHARGE
Introduced Engagements. An “Introduced Engagement” is any Engagement, and any other paid expert service in an Expert Field, between an Expert and a Client who first became known to each other through the Network, including through a profile view, request, proposal, quotation, unlock, or Platform Channel communication (each such Expert and Client, an “Introduced Party” to the other). An Introduced Engagement includes renewals, extensions, repeat work, and follow-on or related work, whether or not in the same Expert Field, for the protected period stated in the Documentation, which runs from the date of the first introduction through the Network and continues for any Engagement that began within it. An Introduced Engagement performed by a Credential Holder, or by any other person acting for or affiliated with the Expert, is an Introduced Engagement of the Expert.
Conduct on the Network; Designated Tools. The Members that are parties to an Introduced Engagement will conduct it through the Network. Where Leovoid designates a Tool for a type of deliverable (a “Designated Tool”), such as the Accessibility Expert Audit Tool for accessibility audits and evaluations, and the Engagement includes that type of deliverable, the Expert will produce it using the Designated Tool, and will issue the result through the Network and the Designated Tool, in accordance with the applicable Tool Addendum, so that the deliverable and any hosted confirmation page are generated and hosted on the TenthLoop platform. Leovoid may designate additional Tools for additional Expert Fields and deliverable types at any time, prospectively, as published on the Site or in the Documentation. A Client may engage an Expert it met through the Network for further work only through the Network during the protected period.
Reporting and cooperation. A Member that receives, or becomes aware of, an offer, request, or attempt to move an Introduced Engagement off the Network must decline it and promptly report it to Leovoid. Each Member will cooperate reasonably with Leovoid’s inquiries into suspected circumvention, including by confirming whether it has dealt with an Introduced Party outside the Network.
Circumvention Charge. If a Member breaches Section 7, or conducts an Introduced Engagement outside the Network in breach of this Section, the Member will pay Leovoid, as liquidated damages and not as a penalty, a charge equal to the amount stated in the Documentation or, if none is stated, the amount Leovoid reasonably determines to represent the fees, credits, and other revenue Leovoid would have received had the Engagement been conducted through the Network. The Members acknowledge that Leovoid’s loss from circumvention is difficult to estimate, and that this charge is a reasonable pre-estimate of it. The Circumvention Charge is in addition to Leovoid’s other remedies under this Section 8 and Section 15, including suspension, removal, loss of ranking, withholding of badge or status, and injunctive relief.
9. ENGAGEMENTS BETWEEN MEMBERS; PAYMENTS; FUTURE BILLING FEATURES
An Engagement is solely between the Expert and the Client. They alone determine its scope, price, timing, deliverables, and terms, and are solely responsible for performing them and for any dispute that arises. As of the effective date of these Network Terms, Leovoid does not hold, escrow, collect, guarantee, or mediate payment for any Engagement. Each Member is responsible for its own taxes, licenses, insurance, and legal compliance in connection with an Engagement.
Leovoid may introduce, at any time and in its discretion, a billing console or other payment, invoicing, or escrow feature through which Engagements may or must be quoted, invoiced, paid, or administered, and may charge a service fee for it. Where Leovoid introduces such a feature, it will publish additional terms for it, which will apply in addition to these Network Terms to Engagements to which it applies; Leovoid may require that Introduced Engagements, and any Engagement initiated after the feature becomes available, be conducted through it; and a Member’s use of it after notice constitutes acceptance of those terms. Until Leovoid does so, nothing in these Network Terms makes Leovoid responsible for the payment arrangements of any Engagement.
An Expert that delivers work through a Designated Tool or any other Leovoid Tool does so subject to the applicable Tool Addendum, including its provisions on professional responsibility, white-label output, and hosted report pages. Each Member acknowledges that Leovoid is not responsible for the content, accuracy, or sufficiency of any report, deliverable, or service an Expert provides.
10. REVIEWS AND FEEDBACK
A Client may submit a review and rating of an Expert following an Engagement. Reviews are the opinions of the Client who submits them and are not statements or endorsements of Leovoid. An Expert may not alter, edit, suppress, or remove a review. Before a review is posted, Leovoid reviews it and makes all reasonable efforts to confirm the claims it makes, including that the Engagement it concerns took place. Leovoid’s review is directed to authenticity and compliance with the Agreement, and not to whether a review is favorable or unfavorable. Leovoid may decline to post, or may remove, a review that it reasonably believes is false, fraudulent, incentivized, from a person with a conflict of interest, abusive, unlawful, contains Contact Information, or otherwise breaches the Agreement. Leovoid may, but is not obligated to, offer Experts a means to respond to or dispute a review. A Member grants Leovoid a perpetual, worldwide, royalty-free license to display and use reviews and ratings in connection with the Network. No Member may offer or accept anything of value in exchange for a review, or otherwise manipulate reviews, ratings, or metrics.
11. PERFORMANCE METRICS; RANKING
Leovoid may display metrics on an Expert’s profile, such as ratings, completion and response measures, and report volume, so that Clients can compare Experts, and may track Expert performance for that purpose. Leovoid may also highlight and recommend Experts, within an Expert Field or across the Network, through a top performance ranking, which reflects, among other factors Leovoid determines and may change, an Expert’s performance, ratings, and activity on the Network, including the volume of audits, reports, and other work it runs through Leovoid Tools and the credits it spends on them. Ranking is calculated over time and on averages, so that an isolated period of low activity does not by itself remove the standing an Expert has built. Leovoid may adjust or exclude metrics that it believes are inaccurate, manipulated, or generated in breach of the Agreement. Ranking factors, weighting, and placement are in Leovoid’s sole discretion, are not guaranteed, and are not an endorsement, and an Expert acknowledges that its usage and spending may influence ranking.
12. MEMBER REPRESENTATIONS AND CONDUCT
Each Member represents and warrants that the information it provides is accurate and current, that it has the authority and, where relevant, the rights, licenses, and consents needed to participate in the Network and to submit its content, and that it will comply with applicable law. Each Expert further represents and warrants that it and each person who performs services for it has the knowledge, skill, qualifications, licenses, and credentials it claims, will perform each Engagement in a professional and workmanlike manner, will not misrepresent its qualifications, verification, ratings, results, or relationship with Leovoid, and will maintain any insurance Leovoid requires. A Member will not harass, defraud, or discriminate against any person, will not use the Network for any unlawful purpose, and will not use the Network, its content, or other Members’ information to train any machine-learning model, to scrape, or to build a competing service.
13. FEES; CREDITS; PROGRAM PRICING
Fees, credits, and charges payable in connection with the Network, including Unlock Fees, are as published on the Site or in the Documentation or as presented at purchase, and are governed by the credit, billing, and tax provisions of the Account Terms. Leovoid may change them prospectively. Unlock Fees are non-refundable as stated in Section 6. A Member that qualifies for a Leovoid pricing program may receive program pricing for the Network to the extent the program terms provide, subject to those terms.
14. DATA AND PRIVACY
Information a Member places in a profile, proposal, or review may be displayed to other Members and the public as the Network’s functions require. Leovoid’s processing of personal data in connection with the Network, including verification documents, communications, and reviews, is described in the Privacy Policy and, where Leovoid processes personal data on a Member’s behalf, the Data Processing Agreement. Each Member will use another Member’s information obtained through the Network only for the Engagement for which it was provided and will keep it confidential.
15. SUSPENSION; REMOVAL; DISCONTINUATION; TERMINATION
Leovoid may, in its sole discretion and at any time, with or without notice where it considers it necessary, suspend, restrict, or end a Member’s access to the Network or any feature or Expert Field of it, remove a listing, badge, request, proposal, review, or ranking, require additional verification, or withhold or reverse any status, in each case in addition to its rights under the Account Terms. Grounds include a breach of the Agreement, a lapse of verification or insurance, suspected circumvention, suspicious or fraudulent activity, complaints, risk to Clients or the Network, or legal requirements. A Member may stop using the Network at any time.
Discontinuation of the Network. The Network is offered at Leovoid’s discretion. Leovoid may modify, suspend, or discontinue the Network, in whole or in part, including any feature, Expert Field, or the Network in its entirety, at any time and for any reason. Where practicable Leovoid will give notice through the Site, the Platform, or the notice methods provided in the Account Terms, but notice is not a condition of the change. Leovoid is not liable to any Member for a modification, suspension, or discontinuation, including for any loss of ranking, reviews, listings, requests, proposals, anticipated Engagements, revenue, or profits. On discontinuation of the Network in its entirety: (a) all Expert profiles, listings, badges, rankings, requests, proposals, and Platform Channels cease to be available, except as provided in the paragraph on the Wind-Down Period below; (b) Unlock Fees and credits already consumed are not refunded, and unused purchased credits are governed by the credit provisions of the Account Terms; (c) Engagements already agreed between Members continue between them, and Leovoid has no obligation in respect of them; and (d) unless Leovoid’s notice states otherwise, the protected period and the Circumvention Charge under Section 8 cease to apply to Introduced Engagements from the date of discontinuation. Reviews and ratings already posted may be retained by Leovoid as provided in Section 10.
Wind-Down Period. In its notice of discontinuation, Leovoid may, in its discretion, establish a wind-down period of the length it states (the “Wind-Down Period”) for Engagements that are active when the notice is given. During the Wind-Down Period, and for any Engagement identified in the notice, Leovoid may keep the Platform Channels and any Designated Tool available for that purpose, and the protected period and the Circumvention Charge under Section 8 continue to apply to those Engagements, and the Members that are parties to them will continue to conduct them through the Network, until the earlier of the end of the Wind-Down Period and completion of the Engagement. The Wind-Down Period does not oblige Leovoid to keep any other part of the Network available, to accept new requests or proposals, or to delay the discontinuation of any other feature, and Leovoid may shorten, end, or change a Wind-Down Period at any time. When the Wind-Down Period ends, paragraph (d) above applies.
When an Expert’s access ends, the Expert retains only the reports and other deliverables generated through a Leovoid Tool that it had already downloaded before access ended, as provided in the applicable Tool Addendum; those not downloaded are not available afterwards. Hosted report and confirmation pages that were issued remain available. Unlock Fees and credits already consumed are not refunded. Leovoid may notify Clients with open Engagements or requests that the Expert is no longer active on the Network. Provisions that by their nature should survive, including Sections 7, 8, 10, 15, 16, and 17, survive any termination, and the protected period in Section 8 continues to apply, subject to the paragraphs above on discontinuation of the Network and the Wind-Down Period.
16. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNIFICATION
LEOVOID DOES NOT WARRANT THAT ANY EXPERT IS QUALIFIED, HONEST, AVAILABLE, OR SUITABLE FOR A CLIENT’S NEEDS; THAT ANY EXPERT’S SERVICES, REPORTS, OR DELIVERABLES WILL BE ACCURATE, COMPLETE, OR ACHIEVE ANY LEGAL, TECHNICAL, OR BUSINESS OUTCOME; THAT ANY REVIEW OR METRIC IS COMPLETE OR ERROR-FREE; OR THAT THE NETWORK WILL BE UNINTERRUPTED, CONTINUE TO BE OFFERED, OR PRODUCE ANY ENGAGEMENT. VERIFICATION IS LIMITED TO THE STEPS LEOVOID CHOOSES TO PERFORM AND IS NOT A GUARANTEE OF IDENTITY, SKILL, OR CONDUCT. Nothing in the Network, an Expert’s report or deliverable, or a Leovoid communication is legal, financial, security, or other professional advice, a certification of compliance, or a guarantee against claims, and the Disclaimer applies.
Leovoid is not liable for any act, omission, advice, report, service, payment, or dispute of or between Members, or for any loss arising from an Engagement or from a Member’s reliance on a profile, review, ranking, or badge. To the extent permitted by law, each Member releases the Leovoid Parties from claims arising from its dealings with another Member. Leovoid’s liability to a Member is otherwise subject to the limitation of liability provisions of the Account Terms.
The indemnification obligations of each Member under the Account Terms extend to, and each Member will defend, indemnify, and hold harmless the Leovoid Parties against, any third-party claim, and all resulting liabilities, damages, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) the Member’s Engagements, services, reports, advice, or dealings with another Member; (b) the Member’s content, profile, reviews, or representations; (c) the Member’s breach of these Network Terms, including circumvention; and (d) a claim by another Member or a third party arising from the Member’s acts or omissions.
17. GENERAL; CHANGES; CONTACT
These Network Terms are governed by the dispute resolution, governing law, and general provisions of the Account Terms. There are no third-party beneficiaries of these Network Terms. Leovoid may update these Network Terms in accordance with the change and notification provisions of the Account Terms, and continued use of the Network after an update constitutes acceptance of it. Questions about these Network Terms may be directed to Leovoid Technologies, Inc. — Legal Department, using the contact details published in the Account Terms and the Site’s Contact page.