Site Terms of Use
Client and Advisor Terms and Conditions
Privacy Policy
  • Site Terms of Use

    Welcome to www.pivotplanet.com (the "Site"). This Site is intended to provide an online platform for individuals to connect with experts in other professions for advice and consultation. It allows you to interact with us and others and provides you the opportunity to contact us directly. While we want you to enjoy the experience of visiting our Site, we also want you to understand the terms to which you agree when visiting the Site. References to "we," "our," "us", "PivotPlanet" or "Pivot" herein refer to Pivot, Inc., an Oregon corporation, and our service providers and designees as deemed appropriate by us.

    Compliance with Terms

    By accessing this Site, you are agreeing to these Terms of Use, our Privacy Policy and any other legal notices, terms and policies on this Site (together referred to as "Terms"), all of which are expressly incorporated herein by this reference. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the Terms, in which case the terms "you" or "your" shall refer to such entity.

    You agree to use the Site only in accordance with the Terms, whether you are a "Visitor" (which means that you simply browse the Site) or you are a "Member" (which means you have registered with us for the Site). The term "User" means a "Visitor" or a "Member." Please read and save all of the Terms. If you do not agree with the Terms, do not use this Site or any of its features. If you register to become a Member you may be required to indicate your acceptance to these Terms during the registration process.

    Amendment

    We may amend or terminate any Terms at any time and such amendment or termination will be effective at the time we post the revised Terms on the Site. Each time you use the Site you should visit and review the then current Terms that apply to your transactions and use of this Site. Your continued use of the Site after we have posted revised Terms signifies your acceptance of such revised Terms. If you are dissatisfied with the Site, its content or any Terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site. The Terms are the entire agreement between you and Pivot with respect to your use of the Site.

    Eligibility

    Use of the Site and its features and registration to be a Member ("Membership") is void where prohibited. By using the Site and its features, you represent and warrant that (a) you are not a minor and may otherwise enter into and form binding contracts under applicable law; (b) all registration information you submit is truthful and accurate; (c) you will maintain the accuracy of such information; and (d) your use of the Site and its features does not violate any applicable law or regulation.

    Term

    The Terms, as we may revise them from time to time, shall remain in full force and effect while you use the Site features or are a Member. You may terminate your Membership at any time, for any reason, by providing written notice to us. We may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Even after Membership is terminated, the Terms will remain in effect and you will remain bound by them except that your right to use the Site as a Member will terminate.

    Passwords

    If you register to become a Member, you will be asked to choose a user name (or email address) and password. You are solely responsible for maintaining the confidentiality of this information. You are not permitted to allow anyone else to use your user name and password to log into the Site. You must notify us immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account so please be vigilant in protecting its confidentiality.

    Your Use of the Site

    Users have a non-transferable, non-exclusive license to access this Site, to view information contained at this Site and to interact with the Site solely for their own personal use and not for any commercial purpose. You agree not to use the Site for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or any portion thereof or use it in any manner not expressly authorized by the Terms. You agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site.

    Tampering with the Site, misrepresenting the identity or age of a user, using buying agents or conducting fraudulent activities on the Site are prohibited.

    User Content

    We may, but are not obligated to, allow you to upload content for display on the Site. If we allow this feature, please choose carefully the information you post on the Site, provide to other Users and/or otherwise make available to us and through the Site. Your content may not include any form of prohibited content, as outlined below. Despite this prohibition, information, materials, products or services provided by other Members (for instance, in their profile or displayed on the Site in areas in which users can post content) may, in whole or in part, be unauthorized, impermissible or otherwise violate the Terms, and we assume no responsibility or liability for this material. If you become aware of misuse of the Site or its features by any person, please click on the "Contact Us" link on the Site pages and follow the directions as to how to contact us.

    We reserve the right, in our sole discretion, to reject, refuse to post or remove any posting by you, or to deny, restrict, suspend, or terminate your access to all or any part of the Site at any time, for any or no reason, with or without prior notice or explanation, and without liability. We expressly reserve the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Site if we determine, in our sole discretion, that you have violated the Terms, pose a threat to us, our suppliers and/or our Users or for any other purpose we determine in our sole discretion.

    Proprietary Rights

    Pivot does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on the Site (if applicable). After posting your Content to the Site, you continue to retain any such rights that you may have in your Content, subject to the limited license herein. The Site may contain Content of Users and other licensors. Except as provided within the Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Site.

    By displaying, publishing Content on the Site, or otherwise submitting Content to us (collectively, "posting"), you hereby grant to Pivot an irrevocable, perpetual, worldwide, royalty-free, non-exclusive license to use, modify, delete from, add to, create derivative works of, publicly perform, publicly display, reproduce and distribute (and to sublicense the foregoing rights through multiple tiers of licensees) such Content on or through the Site. From time to time, we may remove Content from the Site, permanently or temporarily.

    You represent and warrant that: (i) you own the Content posted by you on or through the Site or otherwise have the right to grant the licenses set forth above, and (ii) the posting of your Content on or through the Site does not violate the privacy rights, publicity rights, contract rights, intellectual property or any other rights of any person or entity. You agree to be fully responsible for and to pay any and all royalties, fees, and any other monies owing any person or entity by reason of any Content posted by you.

    The Site also contains Content provided by Pivot, including, without limitation, text, images and logos ("Pivot Content"). Pivot Content is protected by copyright, trademark, patent, trade secret and other laws, and Pivot owns and retains all rights in the Pivot Content and the features and functionality of the Site. Pivot hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Pivot Content (excluding any software code) solely for your personal use in connection with utilizing the products and services available on the Site.

    Content Posted

    You agree to not use the Site to:

    1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
    2. harm minors in any way;
    3. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Site;
    4. upload, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
    5. upload, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials or any other form of solicitation;
    6. upload, post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    7. interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; or
    8. intentionally or unintentionally violate any applicable local, state, national or international law; and/or
    9. collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through g above.

    Pivot may reject, refuse to post or delete any Content for any or no reason, including, without limitation, Content that in the sole judgment of Pivot violates these Terms, including our Privacy Policy. We assume no responsibility for monitoring the Site for inappropriate Content or conduct. If at any time Pivot chooses, in its sole discretion, to monitor the Site, we nonetheless assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

    You are solely responsible for your use of the Site, the Content that you post on or through the Site, and any material or information that you transmit to other Members and for your interactions with other Users.

    Protection of Intellectual Property Rights.

    Pivot respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. We reserve the right to terminate the Membership of anyone we suspect to be an infringer.

    If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Pivot's Copyright Agent the following information:

    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing is located on the Site;
    4. your address, telephone number, and email address;
    5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
    6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

    Pivot's Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

    Attn: DMCA Notices
    Pivot, Inc.
    Brian Kurth
    4312 Avenue D
    Austin, TX 78751

    Disclaimers

    Pivot is not responsible for and makes no warranties, express or implied, as to any content on the Site, including, without limitation with respect to the accuracy and reliability of the Pivot Content, User Content or other Content posted on or through the Site, whether caused by us, by Users, by any of the equipment or programming associated with or utilized by the Site, or otherwise. The User Content does not necessarily reflect the opinions or policies of Pivot. Profiles and third party applications created and posted by Members on the Site may contain links to other websites. Pivot is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not necessarily investigated, monitored or checked for accuracy or completeness by Pivot. Inclusion of any linked website on the Site does not imply approval or endorsement of the linked website by Pivot. When you access these third party sites, you do so at your own risk. Pivot takes no responsibility for third party advertisements or third party applications that are posted on or through the Site, nor does it take any responsibility for the goods or services provided by its advertisers. Pivot is not responsible for the conduct, whether online or offline, of any User of the Site including, without limitation, any Content posted by any User. Pivot assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Pivot is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any portion of the Site or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Site. Under no circumstances shall Pivot be responsible for any loss or damage, including personal injury or death, resulting from use of the Site, from any User Content posted on or through the Site or from the conduct of any Users, whether online or offline. Additionally, Pivot shall have no liability for any viruses or anything beyond our control. We are not responsible for any damage to your computer, software, modem, telephone or other property resulting from your use of the Site. We will not be liable to you if you are unable to access information through the Site.

    Some states do not allow the exclusion or limitation of certain warranties and/or liabilities, so certain of the above limitations or exclusions may not apply to you. The Site is provided "AS-IS" and as available and Pivot expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Pivot cannot guarantee and does not promise any specific results from use of the Site.

    Third Party Interactions

    During your use of the Site, you may enter into correspondence or agreements with, purchase goods and/or services from, or participate in promotions of other third parties, including Users. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. Pivot shall not be liable or responsible for any losses or damages caused by such activity, whether or not such activity takes place in connection with the Site.

    Limitations of Our Liability

    IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGE, CLAIM OR LOSS INCURRED BY YOU, INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. IF THE WARRANTY EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS USE AGREEMENT ARE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

    Indemnification

    You agree to indemnify and hold Pivot, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, or demand, including without limitation, reasonable attorneys' fees, due or relating to or arising out of your use of the Site in violation of the Terms and/or arising from a breach of the Terms and/or any breach of your representations and warranties set forth in the Terms and/or arising out of or relating to any Content that you post or third party transaction that you enter or attempt to enter in connection with the Site.

    Miscellaneous

    The Terms will be construed, and their performance enforced, under the laws of Oregon without reference to choice of law principles. Any dispute relating to the Terms or the Site may be litigated only in a court having jurisdiction and venue in Clackamas County for state court causes of action and in the District of Oregon for federal court causes of action. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. We may assign the Terms, in whole or in part, to a related entity or to a third party.

    EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THE TERMS.

    The Terms are accepted upon your use of the Site or any of its features and is further affirmed upon you becoming a Member (if applicable). The Terms constitute the entire agreement between you and Pivot regarding the use of Site and its services and features. The failure of Pivot to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. The Terms operate to the fullest extent permissible by law. If any provision of the Terms is unlawful, void or unenforceable, that provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.

  • Privacy Policy

    Our commitment to your privacy

    Pivot, Inc., an Oregon corporation ("Pivot"), respects your individual privacy. Our privacy policy documents our adherence to industry standards for the protection of your personal information.

    Scope of the Privacy Policy

    This Privacy Policy covers Pivot's treatment of personally identifiable information that may be collected while you are on the PivotPlanet site, use its services or that is shared with Pivot by its business partners. This policy does not apply to the practices of companies not owned or controlled by Pivot or to people whom Pivot does not employ or manage, nor does it address non-personally identifiable information. The policy specifically addresses the following areas:

    • What personally identifiable information is collected by Pivot or by any third party through our site;
    • How Pivot uses this information;
    • With whom Pivot may share this information;
    • What choices are available to you as a user of the site with respect to collection, use and distribution of the information;
    • What types of security procedures are in place to protect the loss, misuse or alteration of information under our control; and
    • How you can correct any inaccuracies in the information.

    Information Collection and Use

    Pivot is the sole owner of the information collected on this site. Pivot may collect information from you at two different stages. First, we collect anonymous, aggregate information from all visitors to the site. This information is never linked to any personally identifiable information and is only used in the aggregate to generate statistical reports about the use of our site. Second, Pivot collects personally identifiable information when you create a Pivot account and when you order Pivot products or utilize certain services. Online account creation may require you to submit the following personal information: name, address, company information, email address, and phone number. For purposes of billing, you may need to provide your credit card type, number, expiration date and billing address for the card. Certain personally identifiable information is required if you subscribe to a Pivot newsletter, or sign up to participate in a promotion, sweepstake or survey through the site. Pivot may also receive personally identifiable information from our business partners.

    Personal Information of Children Under 13

    Pivot complies with the requirements of the Children's Online Privacy Protection Act (COPPA) and the FTC's Rule interpreting COPPA (16 CFR Part 312). This site is not directed to children and does not knowingly collect any personally identifiable information form children under 13 years of age.

    Your Disclosures to Third Parties

    To the extent you include personal data in your public profile (such as your email address, phone number or photo of yourself), third parties may be able to identify you, associate you with your user account, and contact you. Please do not include information in your submissions that you expect to keep private. Please also note that the personal messages you send or receive using any website personal messaging feature, if available, are only private to the extent that you and the sender/recipient keep them private. For example, we do not have any control over whether a recipient of one of your personal messages publicly posts the contents of such a message.

    Use of Your Personal Information

    Our primary goal in collecting information from you is to provide you with a smooth, efficient and customized experience while using our site and to allow us to provide products and services to you. Pivot will never give your information to, or share your information with, any third party not affiliated with or owned by Pivot, except as permitted by law. Pivot will send personally identifiable information about you to other companies or people when:

    • We have your consent to share the information;
    • We need to share your information to provide the products or services you have requested;
    • We need to send the information to companies who work on behalf of Pivot to provide a product or service to you. (Unless we tell you differently, these companies do not have any right to use the personally identifiable information we provide to them beyond what is necessary to assist us); or
    • We respond to subpoenas, court orders, or legal process or find that your actions on our web site violate the Pivot Terms of Use or any of our usage guidelines for specific products or services.

    Profile

    We store information that we collect through cookies and log files to create a profile of our customers. A profile is stored information detailing how individual customers use the site. Collected information in a profile is tied to the customer's personally identifiable information. However, your profile is used solely for internal purposes, to help us improve the experience of our customers. We do not share your profile with any third parties.

    Cookies

    A cookie is a small text file stored on the customer's hard drive for an extended period of time. The cookies can be removed by following Internet browser help file directions. Allowing Pivot.com and PivotPlanet.com cookies to remain on your computer makes it easier for you to log in to and use the site.

    Log files

    Log files record internet protocol (IP) addresses, browser types, internet service provider (ISP) referring/exit pages, platform type, date/time stamp, and number of clicks to analyze trends, administer the site, track a customer's movement in the aggregate and gather broad demographic information for aggregate use. IP addresses, etc are not linked to personally identifiable information.

    Disclosure of Personal Information As Required By Law

    We will disclose personal information when required by law, or if we have good-faith belief that such action is necessary to (a) comply with current judicial proceedings, a court order or legal process served on us, (b) protect and defend our rights, or (c) protect the rights, property, and other interests of our users or others.

    Business Transitions

    In the event that Pivot goes through a business transition, such as a merger, acquisition by another company, or sale of a portion of its assets, our customers' personal information may be part of the assets transferred. Customers will be notified via prominent notice on our site prior to a change of ownership or control of their personal information. If, as a result of the business transaction, your personally identifiable information will be used in a manner materially different from that stated at the time of collection, you will be given a choice consistent with our Notification of Changes section.

    Links

    This site may contain links to and portions of other sites. Pivot is not responsible for the privacy practices or content of these other sites. When you leave our site or view a portion of a third party's site through our site, we encourage you to read the privacy statements of each such site. This privacy statement applies solely to information collected by Pivot.

    Security

    Wherever your personal information may be held within Pivot or on its behalf, we intend to take commercially reasonable and appropriate steps to protect the personal information that you share with us from unauthorized access or disclosure. However, given the nature of the Internet and the fact that network security measures are not infallible, we cannot guarantee the security of your information. We use encryption to protect sensitive information online. The servers that store your personally identifiable information are housed in a secure environment. Finally, we also make an effort to protect your information off-line.

    When registering for access to a secure area of the site, we may ask you to select a username and password. We recommend that you do not divulge your password to anyone. We will never ask you for your password in an unsolicited phone call or in an unsolicited email. Also, remember to sign out of the registered site and close your browser window when you have finished your work. This is to ensure that others cannot access your personal information and correspondence when accessing your computer.

    Correcting, Updating, Deleting and Deactivating Personal Information

    If your personally identifiable information changes, you may contact us to correct, update or delete and deactivate our record of your personally identifiable information.

    Notification of Changes

    Pivot may edit this policy from time to time. If we make any substantial changes, we will prominently post a notice on the main page and other pages to alert you of the change.

    Your California Privacy Rights

    California Civil Code Section 1798.83 permits customers who are California residents to request that Pivot not share their personal data with third parties for such parties' direct marketing purposes. To make such a request, send an e-mail with "California Privacy" in the subject line to hello@pivotplanet.com or write to us at the address listed below.

    Contact Information

    If you have any questions about our privacy policy, please contact us at: Webmaster, Pivot, Inc., at hello@pivotplanet.com.

  • Client and Advisor Terms and Conditions

    PivotPlanet Client Terms of Service

    Please read the following terms of service (the "Client Terms of Service") carefully, as this sets forth some of the terms and conditions of your contract with Pivot, Inc. (d/b/a PivotPlanet), an Oregon corporation ("Pivot"). Please note that these Client Terms of Service, the Terms of Use and the Privacy Policy (each available at www.pivotplanet.com), as such may be modified or amended by Pivot from time to time (collectively, the "Client Agreement"), all describe the terms of your relationship with Pivot and should be read carefully. As used herein, "you" or "Client" means an individual who accesses or uses the PivotPlanet Program to connect with experienced professionals in a given profession (as defined below).

    1. The Client Agreement. The Client Agreement is a contract made by and between Client and Pivot. The Client Agreement will govern Client's access to and use of the online and other services offered by Pivot (the "PivotPlanet Program"), including, but not limited to, one-hour live, video and/or VoIP phone career expertise sessions with Advisors (the "Advisor Services"), in-person mentorship experiences at an Advisor's work premise and any materials provided by Pivot for use in connection with the PivotPlanet Program. As used herein, "Advisor" shall mean any individual who uses the PivotPlanet Program to provide Advisor Services to Clients. The Client Agreement is the complete and exclusive understanding and agreement between the parties and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Client's access to and use of the PivotPlanet Program. Pivot reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Client Terms of Service at any time such amendment or termination will be effective at the time Pivot posts the revised Terms on www.pivotplanet.com (the "Site"). Each time you use the Site you should visit and review the then current Client Terms of Service that apply to your transactions and use of this Site. Your continued use of the Site after Pivot has posted revised Client Terms of Service signifies your acceptance of such revised Client Terms of Service. If you are dissatisfied with the Site, its content or any terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site.

    2. Client Obligations and Conduct.Client acknowledges the following and agrees to act according to the following rules while using the PivotPlanet Program:

    1. Pivot conducts reviews of Advisors as part of the PivotPlanet Program in order to ensure such Advisors are deemed successful professionals. Pivot conducts due diligence, for example, by researching an Advisor's work history, references and online presence. Pivot also reserves the right, in its sole discretion, to conduct background checks on Advisors.
    2. Pivot will use its best efforts to review an Advisor prior to the Advisor joining the PivotPlanet Program, but makes no representation or warranty regarding, and does not control, monitor or verify, (i) the quality, applicability, accuracy or suitability of the advice provided by Advisors, (ii) the qualification of such Advisors to provide such advice, (iii) the accuracy of information posted on the Site by Advisors or other clients, (iv) any communication between Client and an Advisor, or (v) Client's satisfaction with such advice.
    3. Client shall be responsible for his or her own Internet access, software, and hardware necessary to conduct a consultation with an Advisor.
    4. Client will not arrange to meet with or pay Advisor for Advisor Services, consultations or other advisory or career-based interactions outside of the PivotPlanet Program.
    5. Client shall be on time for any consultation or meeting scheduled with an Advisor and shall use his or her best efforts not to cancel or reschedule any consultation or meeting with an Advisor.
    6. Client shall not take any actions that jeopardize the integrity of Client feedback through the PivotPlanet Program.
    7. Client shall not threaten, stalk or harass any Advisor or other clients and shall respect such Advisors' and clients' privacy.
    8. Client shall not violate any applicable laws, statutes, rules, regulations or ordinances.
    9. Client shall maintain appropriate equipment, software, telephone and internet connections.
    10. Client acknowledges and consents to Pivot collecting and processing Client's personal information in accordance with the terms of the Privacy Policy.

    3. Fees and Payment.

    Fees. Clients will pay the fees for the Advisor Services offered through the PivotPlanet Program as set forth on an Advisor's profile page on the Site (the "Client Fees"), plus any applicable taxes. All Client Fees are non-refundable and will be collected by Pivot prior to any consultation with an Advisor. Fees for in-person consultations shall be determined on a case-by-case basis.

    Payment. Clients will pay the Client Fees to Pivot directly prior to any Advisor Services, as invoiced by Pivot. Client may be asked to provide customary billing information, such as name, billing address and credit card information, either to Pivot or its third party payment processor. Client agrees to pay Pivot for any scheduled Advisor Services by one of the methods described on the Site. Client hereby authorizes the collection of such amounts by charging the credit card provided as part of requesting the Advisor Services, whether charged directly by Pivot or indirectly, via a third party online payment processor or by any other payment method described on the Site.

    4. Term and Termination. These Client Terms of Service shall be effective as of the date Client accepts the Client Terms of Service by selecting the "I Accept" option presented on the screen after this Agreement is displayed. Pivot may, in its sole discretion, terminate Client's participation in the PivotPlanet Program and refuse any or all current or future use by Client of www.pivotplanet.com.

    5. Anti-Discrimination Policy. Pivot is committed to achieving and maintaining and diverse and representative group of Advisors and Clients and a program free of discrimination. Based on law and Pivot's policy, Pivot prohibits discrimination on the basis of race, color, religion, sex (including pregnancy and gender identity), national origin, disability, age, veteran's status, sexual orientation, genetic information, marital status, parental status, political affiliation, and any other conduct that does not adversely affect the performance of an individual as an Advisor or Client. Pivot does not tolerate any type of harassment.

    6. Assignment. Client shall not assign his or her rights and obligations under the Client Agreement, in whole or in part, whether voluntarily or by operation of law. Any purported assignment by Client will be null and void and of no force or effect.

    7. Disclaimers, No Warranty. CLIENT'S USE OF THE PIVOTPLANET PROGRAM AND MATERIALS IS AT CLIENT'S OWN RISK. PIVOT PROVIDES THE PIVOTPLANET PROGRAM AND MATERIALS "AS IS," "WITH ALL FAULTS", AND "AS AVAILABLE," AND PIVOT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY, OR INTERRUPTION IN OR IMPROPER USE BY CLIENT, ITS EMPLOYEES OR ITS AGENTS OF THE PIVOTPLANET PROGRAM AND MATERIALS. TO THE FULLEXT EXTENT OF THE LAW, PIVOT EXPRESSLY DISCLAIMS ALL WARRANTIES OR ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. PIVOT DOES NOT MAKE ANY GUARANTEES OR ANY REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THE PIVOTPLANET PROGRAM OR THE APPROPRIATENESS, FITNESS, OR SUITABILITY OF ANY ACTIVITIES TO WHICH THE PIVOTPLANET PROGRAM RELATES.

    PIVOT EXPRESSLY DISCLAIMS ALL WARRANTIES FOR INFORMATION OR ADVICE PROVIDED BY AN ADVISOR. CLIENT MUST EXERCISE CARE IN DECIDING WHETHER TO RELY ON ANY INFORMATION PROVIDED BY AN ADVISOR THROUGH THE PIVOTPLANET PROGRAM OR WWW.PIVOTPLANET.COM. CLIENT SHALL NOT HAVE ANY CLAIM AGAINST PIVOT OR ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, MANAGERS, MEMBERS, AGENTS OR CONTRACTORS WITH RESPECT TO ANY ADVICE PROVIDED BY AN ADVISOR THAT CLIENT CHOOSES TO RELY UPON.

    8. Limitation on Liability. PIVOT IS NOT LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COMPENSATORY, SPECIAL, OR OTHER INTANGIBLE LOSSES CONNECTED WITH OR RESULTING FROM THE CLIENT AGREEMENT OR CLIENT'S (OR ITS EMPLOYEES OR AGENTS) USE OR MISUSE OF THE PIVOTPLANET PROGRAM. UNDER NO CIRCUMSTANCE WILL PIVOT'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO CLIENT'S (OR ITS EMPLOYEES OR AGENTS) USE OR MISUSE OF THE PIVOTPLANET PROGRAM, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $500. CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH AN ADVISOR AND PIVOT SHALL NOT BE LIABLE FOR ENFORCING ANY SUCH AGREEMENT. CLIENT HEREBY RELEASES PIVOT AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, MANAGERS, MEMBERS, AGENTS AND CONTRACTORS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, COURT COSTS AND ATTORNEY'S FEES, WHICH CLIENT MAY HAVE AGAINST ONE OR MORE OF THE ABOVE IN CONNECTION WITH ANY DISPUTE REGARDING ANY TRANSACTION CLIENT CONDUCTED THROUGH THE PIVOTPLANET PROGRAM.

    9. Indemnification. Client hereby agrees to indemnify, defend and hold harmless Pivot and its directors, shareholders, employees, officers, representatives, agents and affiliates against all third party claims or demands, and damages, costs, penalties, fines, and expenses (including reasonable attorneys' fees and costs) sustained by Pivot, arising out of or related to (i) Client's refusal to pay for Advisor Services or other consultations provided by an Advisor, or (ii) any materials Client posted to or through www.pivotplanet.com, or as otherwise provided by Client.

    10. Governing Law and Venue. The Client Agreement will be governed by the laws of the State of Oregon, USA, excluding its conflict of laws principles. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in Multnomah County, Oregon, USA and agree that the courts of Multnomah County shall be the proper forum for any action brought under the Client Agreement.

    11. Waiver and Severability; Survival. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Sections 6-10 shall survive the termination of the Client Agreement.

    PivotPlanet Advisor Terms of Service

    Please read the following terms of service (the "Advisor Terms of Service") carefully, as it sets forth some of the terms and conditions of your contract with Pivot, Inc. (d/b/a PivotPlanet), an Oregon corporation ("Pivot"). Please note that these Advisor Terms of Service, the Terms of Use and the Privacy Policy (each available at www.pivotplanet.com), as such may be modified or amended by Pivot from time to time, and the confirmation page that includes the details of your engagement as an advisor (the "Confirmation") (collectively, the "Advisor Agreement"), all describe the terms of your relationship with Pivot and should be read carefully.

    By accessing the PivotPlanet Program or offering the Advisor Services (as each is defined below), you hereby agree that you have the requisite authority, power and right to fully bind the person and/or entity wishing to use the Advisor Services ("you" or the "Advisor") and you also agree to the terms of the Advisor Agreement. If you do not agree to these terms, you should not use the Advisor Services and should discontinue the registration process.

    1. The Advisor Agreement. The Advisor Agreement is a contract made by and between Advisor and Pivot. The Advisor Agreement will govern Advisor's access to and use of the online and other services offered by Pivot (the "PivotPlanet Program"), Advisor's mentorship and advisory activities through the PivotPlanet Program, including, but not limited to, one-hour live, video and/or VoIP phone career expertise sessions with Clients (the "Advisor Services"), in-person mentorship experiences at the Advisor's work premise and any materials provided by Pivot for use in connection with the PivotPlanet Program. As used herein, "Client" shall mean any individual who uses the PivotPlanet Program to connect with experienced professionals about a given profession. The Advisor Agreement is the complete and exclusive understanding and agreement between the parties and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Advisor's access to and use of the PivotPlanet Program and provision of the Advisor Services. Pivot reserves the right, in its sole discretion, to change, modify, add, or remove all or part of the Advisor Terms of Service at any time and such amendment or termination will be effective at the time Pivot posts the revised Advisor Terms of Service on www.pivotplanet.com (the "Site"). Each time you use the Site you should visit and review the then current Client Terms of Service that apply to your transactions and use of this Site. Your continued use of the Site after Pivot has posted revised Client Terms of Service signifies your acceptance of such revised Client Terms of Service. If you are dissatisfied with the Site, its content or any terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site.

    2. Advisor Services. In connection with Advisor's use of the PivotPlanet Program, Advisor agrees to the details set forth in the Confirmation, including, but not limited to, fees and other costs, and materials to be provided by Pivot, if applicable. Advisor will complete the information requested on the Confirmation and Pivot will use such information to create a profile for Advisor on the Site (the "Advisor Profile"). Advisor hereby agrees to:

    1. provide only correct and accurate representations of skills, degrees, qualifications, background and any other information requested by Pivot;
    2. provide prompt updates to Pivot for any changes in the Advisor Profile;
    3. maintain such skills, qualifications and licenses, including remaining in good standing as licensed professional in any jurisdiction, as may be required by that jurisdiction, where Advisor practices his or her profession;
    4. provide Pivot notice of any change in pricing for the Advisor Services, which will be effective five (5) days after notification to Pivot;
    5. provide only true and correct information to Clients and not to mislead Client to believe that Advisor can provide advice or a service which is outside Advisor's field of expertise;
    6. respond to each meeting request and follow-up requests submitted by a Client for an hour-long consultation (a "Client Consultation") within 72 hours of such request being submitted to Advisor;
    7. hold each Client Consultation as scheduled via the Site;
    8. maintain appropriate equipment and internet connections in order to fulfill the Client Consultations through voice-over IP and live video conferences (collectively, the "Conference Services") through accounts hosted by the PivotPlanet Program;
    9. if a Client requests an in-person meeting through Pivot, respond to Pivot within 72 hours;
    10. endeavor to accept as many requests for Client Consultations as reasonably possible, provided, however, that Advisor shall not be expected to accept requests for Client Consultations in situations that may place Advisor's business at risk, including competitive risks; and
    11. comply with all applicable laws.

    3. Exclusive Agreement. Advisor hereby agrees to offer the Advisor Services exclusively through the PivotPlanet Program. Advisor will not conduct any additional Client Consultations, meet with Clients for Advisor Services other than as arranged through the PivotPlanet Program, or advertise Advisor Services other than in connection with the PivotPlanet Program. Advisor will conduct all contact with Clients through and all interactions with Clients will be billed through the PivotPlanet Program. If Advisor fails to comply with this section, Pivot may terminate the Advisor Agreement immediately and without prior notice.

    4. Fees and Payment.

    Fees. Clients will pay fees for the Advisor Services offered through the PivotPlanet Program as set forth on the Advisor's profile page on the Site (the "Client Fees"), plus any applicable taxes. The Client Fees consist of the Advisor Fees and the Pivot Fees, as each such term is defined below. Fees for in-person consultations shall be determined on a case-by-case basis.

    As used herein, "Advisor Fee" means the amount an Advisor charges for the Advisor Services. As used herein, "Pivot Fee" means the amount charged to Client by Pivot for use of the PivotPlanet Program, which fee will be based upon a percentage of the applicable Advisor Fee.

    Payment. Clients will pay the Client Fees to Pivot directly. Pivot will submit the Advisor Fees, less a five percent (5%) charge for bill processing, to Advisor no later than thirty (30) days after the related Client Consultation. For the avoidance of doubt, Advisor shall not be entitled to any portion of the Pivot Fee or any applicable taxes paid by a Client.

    5. Term and Termination. These Advisor Terms of Service shall be effective as of the date Advisor accepts the Advisor Terms of Service by selecting the "I Accept" option presented on the screen after these Advisor Terms of Service are displayed. Either party may terminate the Advisor Services and the Advisor Agreement upon at least thirty (30) days' prior written notice after any previously confirmed and booked Client Consultation. Upon termination of the Advisor Services, Pivot and Advisor shall remove one another from all marketing communications and cease any references to one another.

    Pivot may terminate the Advisor Agreement, effective immediately, if (i) Advisor has materially breached any provision of the Advisor Agreement, (ii) Advisor repeatedly turns down requests from Clients, or (iii) Pivot determines in its sole discretion, after a background check or identification check, that Advisor is no longer suitable for the PivotPlanet Program.

    6. Independent Contractors. Pivot and Advisor are independent contractors. Neither has any authority to make contracts on behalf of the other. Nothing contained herein shall be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment or other similar relationship between Pivot and Advisor. Neither Pivot nor Advisor shall reference, nor use, its mutual logos or other representations for any purpose(s) not directly related to the Advisor Agreement.

    7. Confidential Information. Advisor shall not, without prior written authorization of Pivot, disclose to anyone outside Pivot or use in other than the PivotPlanet Program any information, documentation or materials provided by Pivot. Such materials shall be considered confidential and proprietary, including without limitation, these Advisor Terms of Service and any other information, documentation and materials not generally disclosed by Pivot outside the PivotPlanet Program. Advisor shall use information received from PivotPlanet only to exercise rights and perform obligations under the Advisor Agreement.

    8. Publicity. From time to time Pivot may produce advertising material for publication detailing the PivotPlanet Program and particular Advisors. This material may include a particular Advisor's full name, location, image(s) and job title/business name in conjunction with Pivot marketing materials, including www.pivotplanet.com. Advisor hereby permits the use of such information as is reasonably necessary for these purposes and consents to the publication of relevant text and images in Pivot's materials and publicity.

    9. Background Checks. Advisor hereby authorizes and acknowledges Pivot may from time to time perform identification and background checks to determine suitability for participation in the PivotPlanet Program. Advisor agrees to furnish any authorizations necessary to perform such identification and background checks. Pivot retains absolute and final discretion for the duration of these Advisor Terms of Service in determining the suitability of participants in the PivotPlanet Program.

    10. Anti-Discrimination Policy. Pivot is committed to achieving and maintaining and diverse and representative group of Advisors and Clients and a program free of discrimination. Based on law and Pivot's policy, Pivot prohibits discrimination on the basis of race, color, religion, sex (including pregnancy and gender identity), national origin, disability, age, veteran's status, sexual orientation, genetic information, marital status, parental status, political affiliation, and any other conduct that does not adversely affect the performance of an individual as an Advisor or Client. Pivot does not tolerate any type of harassment.

    11. Notice. Any notice, consent, approval and other communication ("Notice") provided to Pivot by Advisor under the Advisor Agreement must be delivered in writing by e-mail to hello@pivotplanet.com. Pivot may provide Notice to Advisor under the Advisor Agreement by (a) posting of a general notice on www.pivotplanet.com (the "Site"), (b) electronic mail to Advisor's e-mail address on record with Pivot, or (c) certified or registered mail (postage prepaid and return receipt requested) to Advisor's address on record. Unless otherwise stated in these Advisor Terms of Service, any Notice sent under this Section 11 will be effective upon (x) receipt, (y) the expiration of forty-eight (48) hours after posting to the Site or (z) twelve (12) hours after sending (if sent by email), whichever occurs earliest.

    12. Assignment. Neither the Advisor Agreement nor any of the rights, interests, or obligations under the Advisor Agreement shall be assigned by either party without the prior written consent of the other party; provided, however, that Pivot may assign its rights and obligations under the Advisor Agreement without Advisor's consent in connection with any merger, consolidation, sale of all or substantially all of Pivot's assets or stock, or any other similar transaction. Any attempted assignment or transfer in violation of the foregoing will be null and void.

    13. Disclaimers, No Warranty. ADVISOR'S USE OF THE PIVOTPLANET PROGRAM AND MATERIALS IS AT ADVISOR'S OWN RISK. PIVOT PROVIDES THE PIVOTPLANET PROGRAM AND MATERIALS "AS IS," "WITH ALL FAULTS", AND "AS AVAILABLE," AND PIVOT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ERROR, DELAY, OR INTERRUPTION IN OR IMPROPER USE BY ADVISOR, ITS EMPLOYEES OR ITS AGENTS OF THE PIVOTPLANET PROGRAM AND MATERIALS. IF ADVISOR DECIDES TO PROVIDE ADVISOR SERVICES THROUGH THE USE OF THE PIVOTPLANET PROGRAM, ADVISOR MUST EXERCISE REASONABLE CARE, AT LEAST THE SAME AS ADVISOR WOULD IN A SIMILAR TRANSACTION WHETHER OR NOT CONDUCTED THROUGH THE INTERNET OR THE STANDARD OF CARE MANDATED BY HIS OR HER PROFESSION, WHICHEVER IS HIGHER. ADVISOR SHALL NOT HAVE ANY CLAIM OR DEMAND AGAINST PIVOT, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, MANAGERS, MEMBERS, AGENTS AND CONTRACTORS IN RESPECT OF ANY SERVICES ADVISOR DECIDES TO PROVIDE IN CONNECTION WITH THE USE OF THE PIVOTPLANET PROGRAM. THE SALE OF SERVICES IS AT ADVISOR'S SOLE AND ENTIRE RISK. PIVOT DOES NOT MAKE ANY GUARANTEES OR ANY REPRESENTATION OR WARRANTY REGARDING THE TIMELINESS, RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THE PIVOTPLANET PROGRAM OR THE APPROPRIATENESS, FITNESS, OR SUITABILITY OF ANY ACTIVITIES TO WHICH THE PIVOTPLANET PROGRAM RELATES.

    14. Limitation on Liability. PIVOT IS NOT LIABLE TO ADVISOR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COMPENSATORY, SPECIAL, OR OTHER INTANGIBLE LOSSES CONNECTED WITH OR RESULTING FROM THE ADVISOR AGREEMENT OR ADVISOR'S (OR ITS EMPLOYEES OR AGENTS) USE OR MISUSE OF THE PIVOTPLANET PROGRAM. UNDER NO CIRCUMSTANCE WILL PIVOT'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO ADVISOR'S (OR ITS EMPLOYEES OR AGENTS) USE OR MISUSE OF THE PIVOTPLANET PROGRAM, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $500. ADVISOR ACKNOWLEDGES AND AGREES THAT PIVOT DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY CLAIM, SUIT OR ACTION BROUGHT BY A CLIENT IN CONNECTION WITH THE PROVISION OF ANY ADVISOR SERVICES BY ADVISOR (INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS BY ADVISOR AS TO ADVISOR'S EXPERIENCE, QUALIFICATIONS AND ADVICE PROVIDED BY ADVISOR) THROUGH THE PIVOTPLANET PROGRAM AND ADVISOR AGREES TO INDEMNIFY AND HOLD PIVOT HARMLESS IN CONNECTION WITH ANY SUCH CLAIM AND ANY DAMAGES OR EXPENSES ARISING THEREFROM INCLUDING LEGAL FEES AND COSTS. ADVISOR WILL BE SOLELY RESPONSIBLE FOR ANY AGREEMENT MADE WITH A CLIENT AND PIVOT SHALL NOT BE LIABILITY FOR ENFORCING ANY SUCH AGREEMENT. ADVISOR FURTHER ACKNOWLEDGES THAT ADVISOR WILL SOLELY BE RESPONSIBLE AND LIABLE FOR ANY DAMAGES TO ANY CLIENT TO WHOM ADVISOR PROVIDES SERVICES AND WHERE THAT CLIENT SUFFERS DAMAGES ARISING FROM OR CONNECTED TO SUCH SERVICES. ADVISOR HEREBY RELEASES PIVOT AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, MANAGERS, MEMBERS, AGENTS AND CONTRACTORS FROM ALL MANNER OF ACTIONS, CLAIMS OR DEMANDS AND FROM ANY AND ALL LOSSES (DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL), DAMAGES, COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, WHICH ADVISOR MAY HAVE AGAINST ONE OR MORE OF THE ABOVE IN CONNECTION WITH A DISPUTE REGARDING ANY TRANSACTION ADVISOR CONDUCTED THROUGH THE PIVOTPLANET PROGRAM.

    15. Indemnification by Advisor. Advisor hereby agrees to indemnify, defend, and hold harmless Pivot and its directors, officers, representatives, agents, and employees against all third-party claims or demands, and damages, costs, penalties, fines, and expenses (including reasonable attorneys' fees and costs) sustained by Pivot, arising out of or related to (i) the Advisor Profile or other materials provided by Advisor, or (ii) the Advisor Services provided by Advisor.

    16. Return of Materials. At any time upon Pivot's request and upon the termination of the Advisor Agreement, Advisor will return to Pivot all materials and documents provided by Pivot to Advisor during the term of and in connection with the Advisor Agreement.

    17. No Third-Party Beneficiaries. Nothing in these Advisor Terms of Service, express or implied, is intended or shall be construed to confer on any person, other than the parties to these Advisor Terms of Service, any right, remedy, or claim under or with respect to these Advisor Terms of Service.

    18. Further Assurances. Each party agrees (a) to execute and deliver such other documents and (b) to do and perform such other acts and things, as any other party may reasonably request (including, without limitation, a background check of Advisor), in order to carry out the intent and accomplish the purposes of these Advisor Terms of Service.

    19. Governing Law and Venue. The Advisor Agreement will be governed by the laws of the State of Oregon, USA, excluding its conflict of laws principles. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in Multnomah County, Oregon, USA and agree that the courts of Multnomah County shall be the proper forum for any arbitration brought under the Advisor Agreement. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys' fees and expenses from the other party.

    20. Waiver and Severability; Survival. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. Sections 12-20 shall survive the termination of the Advisor Agreement.