By clicking on “I agree” (or a similar box or button) when you sign up to be a Kajabi Expert or participate in any Experts Marketplace activities, you agree to be bound by the following Experts Marketplace Agreement (the “Agreement”). The Agreement is between you, as an expert (“You” or “Expert”), and Kajabi, LLC (“Kajabi”). Each of Expert and Kajabi may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time at www.kajabi.com/policies/experts-marketplace-agreement. Kajabi reserves the right to update and change the Agreement by posting updates and changes here: www.kajabi.com/policies/experts-marketplace-agreement. If a significant change is made, we will provide reasonable notice by email or by a notice in Your account. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
This Agreement governs Your participation in the Experts Marketplace. By agreeing to participate in the Experts Marketplace, You agree with and accept all of the terms and conditions contained in this Agreement, and Kajabi’s other policies, including but not limited to Kajabi’s Platform Terms of Service, Acceptable Use Policy, and Privacy Policy, all of which are included in our Legal and Policy Center (collectively, “Kajabi’s Policies”). For the avoidance of doubt, all such Kajabi Policies form part of this Agreement and are incorporated by reference. If You accept this Agreement on behalf of a company or other entity, You represent and warrant that You have the authority to accept and enter into this Agreement on its behalf.
The following terms apply to the Experts Marketplace.
“Customer” means any individual that visits or transacts with a Hero’s Site.
“Customer Data” means information (including personal information) relating to a Customer, including but not limited to, order information, payment information, and account information.
“Expert” is an independent third party that has been accepted by Kajabi into the Experts Marketplace to offer its services to Heroes and can publish a profile offering services to Heroes.
“Experts Marketplace” means Kajabi’s online directory of independent third parties that provide Heroes with specific service offerings that can help Heroes build and operate their Kajabi Site.
“Hero” means an individual or business that is subscribed to, and uses, Kajabi’s Platform to host the Hero’s Site.
“Hero Data” means information (including personal information) relating to a Hero, including but not limited to business, financial, and product information and any Customer Data.
“Hero’s Site” means the Hero’s online digital business hosted by Kajabi.
“Kajabi Related Entities” means any entity that directly or indirectly controls, is controlled by, or is under common with, Kajabi.
“Kajabi Trademarks” means the trademarks, logos, service marks, and trade names of Kajabi, LLC and any Kajabi Related Entities, whether registered or unregistered, including but not limited to the word mark KAJABI and the “K” logo.
“Service Contract” means the agreement entered into between an Expert and the Hero governing the Hero’s use of the Expert’s services.
From time to time Kajabi may designate “Experts” to be enrolled in and provided access to have their services listed in the Experts Marketplace. Experts who meet the criteria may apply to become a Kajabi Expert at any time, however the granting of an Expert designation is entirely within Kajabi’s discretion.
A description of the Experts Marketplace is available at: https://experts.kajabi.com. Experts must follow all Kajabi guidelines set out here as well as in the Experts Marketplace Guidelines to continue to access the Experts Marketplace.
Experts may apply to be included in the Experts Marketplace, which is a marketplace via an online platform where Experts and Heroes can identify each other and advertise, buy, and sell services (the “Experts Marketplace”). Kajabi will host and maintain the Experts Marketplace to enable users to find one another, enter into service agreements, receive and provide Expert services, make and receive payments, manage projects, and message one another. Experts must apply to be listed on the Experts Marketplace. Your listing will describe Your experience and the services that You can provide to Heroes who request the same (collectively, “Services”).
You will be solely responsible for providing and uploading to the Experts Marketplace the listing information concerning your business; the services you may provide in connection thereto (the “Services”); areas in which you specialize; and any other information relevant to your business and/or your provision of Services (collectively, the “Listing”). You hereby verify that any and all information that you provide in connection with Your Listing, whether voluntarily or upon request, is true and correct to the best of Your knowledge, and You agree to correct or remove any false assertions immediately upon learning that they are false, either by uploading corrected information or requesting that Kajabi make such corrections.
You will promptly provide any information reasonably requested by Kajabi for purposes of verifying information that you have uploaded in connection with the Listing.
4.1 Communications
Heroes may create projects in the Experts Marketplace (each a “Project” or “Project Brief”). Experts can then respond to Projects via the Experts Marketplace.
Expert agrees that it may only communicate with a Hero via the Experts Marketplace, other than live (including via Zoom or phone calls) meetings. Expert acknowledges and agrees that Kajabi receives and can review all communications exchanged between Expert and Hero via the Experts Marketplace. As a participant in the Experts Marketplace, Expert consents to being contacted by Heroes at the email address provided by Expert to Kajabi.
4.2 Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, Expert will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations, including obtaining any licenses required in order for Expert to operate and to offer the Services associated with Expert’s participation in the Experts Marketplace.
Expert represents and warrants that none of Expert, its subsidiaries, or any director or officer thereof, is, or is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Asset Control or the U.S. State Department, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”); or (ii) located, organized, or resident in a country or territory that is the subject of comprehensive territorial Sanctions.
4.4 Other Expert Terms and Representations
The services provided by an Expert via the Experts Marketplace are the responsibility of the Expert and not of Kajabi. It is the Expert’s responsibility to ensure that there is a Service Contract in place between the Expert and the Hero for the services to be provided by the Expert to the Hero, and that the Service Contract includes all desired terms including appropriate remedies in the event of non-payment by Hero for services rendered by Expert.
Expert must have an active PayPal account in which to receive payment under any Service Contract. This is the only method in which Kajabi will facilitate payments to Expert in the Experts Marketplace. If you do not currently have a PayPal account, you can sign up here https://www.paypal.com/us/home.
Beginning in February 2023, Kajabi will begin charging Experts a commission fee of no more than 20% of the amount you charge for your Services (“Commission”). Kajabi may change the Commission charged to you at any time and will communicate any changes to you in advance. The Commission reflects fair exchange of value for investment in helping to reduce your marketing and operational costs of finding and working with Kajabi Heroes. The Expert is then entitled to all amounts collected from Heroes through the Experts Marketplace, less the Commission Kajabi will retain together with any applicable taxes on Kajabi’s fees.
You will not be compensated by Kajabi in any manner in connection with the Listing or the Services. All compensation for your Services will be between you and the Hero to which you are providing Services. All Experts must use the invoicing system embedded within the Experts Marketplace to charge Heroes for Projects unless otherwise agreed to by Kajabi in writing. After the Hero has paid the invoice, you will receive a notification and will receive the payment (minus the Commission and any applicable taxes) within ten (10) days of Kajabi’s receipt of payment. Expert is responsible for all applicable taxes that arise from or as a result of payment of fees from Hero to Expert.
6.1 Proprietary Rights of Kajabi
As between Expert and Kajabi, all information relating to Kajabi’s products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Kajabi or otherwise related to Kajabi’s services, the Experts Marketplace, together with all copyrights, Kajabi Trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Kajabi Property”) will be and remain the sole and exclusive property of Kajabi. To the extent, if any, that ownership of any Kajabi Property does not automatically vest in Kajabi by virtue of this Agreement, or otherwise, and vests in Expert, Expert hereby transfers and assigns to Kajabi, upon the creation thereof, all rights, title, and interest Expert may have in and to such Kajabi Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present, and future violations thereof. Expert’s participation in the Experts Marketplace does not grant to Expert any rights to use the Kajabi Trademarks or other intellectual property.
6.2 Kajabi’s Use of Expert’s Intellectual Property
Expert grants to Kajabi a worldwide, non-exclusive, royalty-free, transferable, and sub-licensable right and license to use and display in any manner Expert's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images, and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Kajabi’s discretion, Kajabi may use any such intellectual property for the purposes of promoting or marketing Expert, Expert’s Services, the Experts Marketplace, Kajabi and its business, or as otherwise agreed to with Expert.
Heroes are able to submit reviews and ratings on their experiences with an Expert. An Expert’s rating is calculated based on reviews posted by Heroes. Experts may not solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one account), misleading as to the reviewer’s identity or their connection to the Expert being reviewed, or reviews that contain or link to prohibited or illegal content. Reviews are meant to be unbiased, useful, and trustworthy. Kajabi reserves the right to take any action it deems necessary in respect of an Expert engaged in any of this behavior, including the right (but not the obligation) to remove or edit reviews or remove Expert from the Experts Marketplace.
You (including anyone acting on your behalf) may not review or comment on your own Services, a Service owned by a company you work for, or those of competitors. As an exception, you may provide informational responses to support requests or other inquiries directed to you within the reviews or comments section of your listing.
8.1 You will process any personal data, including any Hero or Customer Information, received in connection with Your Services in accordance with all applicable laws and regulations.
8.2 You will honor, or assist Kajabi in honoring, all data subject requests including any opt-out requests received regarding personal data processed in connection with your Listing in the Experts Marketplace.
8.3 You acknowledge that non-European Data Protection Legislation and/or European Data Protection Legislation may apply in connection with the processing of any personal data undertaken in relation to this Agreement, the Experts Marketplace or a Kajabi Hero or Customer. You will comply with all applicable laws, including Non-European Data Protection Legislation and European Data Protection Legislation.
9.1 Termination. In addition to each Party’s termination rights under the Platform Terms of Service, the following shall apply:
9.2 Results of Termination
You represent and warrant that the content of the Listing does not and will not infringe upon the intellectual property rights or other rights of any third party and has been lawfully obtained, that You have the unrestricted right to use such content, and that our use of such content as permitted herein will not violate the rights of any third party.
You acknowledge that You have developed and will continue to develop and maintain the Services independently of Kajabi, and without any reliance whatsoever on any review, endorsement, or approval by Kajabi. Kajabi is not responsible or liable in any manner for the content of the Listing or the delivery of the Services. You assume full responsibility for any loss that results from Your use of the Experts Marketplace, the Listing, or the delivery of the Services.
You agree and understand that Kajabi shall have no liability whatsoever for any claims made against You related to false information that You upload to the Experts Marketplace concerning You, Your Listing, Your business, Your Services, or any information connected thereto, and You agree to indemnify, defend, and hold harmless Kajabi and all Kajabi Related Entities from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) resulting from any claim, judgment, or proceeding brought by a third party and arising out of or otherwise connected to such false statements. Kajabi shall have the right to immediately terminate and remove the Listing in the event that false statements and/or information are discovered.
In the event of any dispute between You and any Hero or another party in the Experts Marketplace, Kajabi will have no obligation to convene, intervene, or participate in any manner, and You will resolve any such disputes directly with the other party. Notwithstanding the foregoing, Kajabi reserves the right to refuse or remove any content of any Listing at any time for any reason whatsoever, including in connection with a dispute.
The Experts Marketplace is provided “as-is”. Kajabi makes no warranties under this Agreement, and Kajabi expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Kajabi further disclaims all representations and warranties, express or implied, that the Experts Marketplace will satisfy all of Expert’s requirements and or will be uninterrupted, error-free, or free from harmful components.
12.1. Limitation of Liability
Kajabi will have no liability with respect to the Experts Marketplace or Kajabi’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential ,or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data, or other intangible losses resulting in any way from Expert’s participation in or inability to participate in the Experts Marketplace, even if Kajabi has been advised of the possibility of such damages. In any event, Kajabi’s liability to Expert under this Agreement for any reason will be limited to $50. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.
12.2. Expert Indemnification
Expert agrees to indemnify, defend ,and hold harmless Kajabi, the Kajabi Related Entities, and the respective directors, managers, officers, owners, employees, subcontractors, and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt, or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Expert’s breach of any representation, warranty, obligation, or covenant under this Agreement or the Kajabi Policies (including any documents it incorporates by reference); (b) Expert’s negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Kajabi granted by Expert to any third party; (d) any third party claim that Expert’s Services, Content, or Listing infringes the intellectual property or other rights of a third party; (e) Expert’s taxes, including any audits or penalties related thereto; (f) the performance, non-performance, or improper performance of Expert’s Services or any breach of a Service Contract; and (i) Expert’s non-compliance or violation of any applicable laws, rules, or regulations.
12.3. Notice of Indemnification
In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Expert with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Expert will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Expert will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
13.1. Force Majeure
Kajabi will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
13.2. Independent Contractors
The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative, or related entity of the other Party. Neither Kajabi nor Expert will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, including but not limited to any Service Contract. This Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
13.3. Non-Exclusivity
Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
13.4. Notice
Any notice, approval, request, authorization, direction, or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Expert’s email address provided to Kajabi, and to legal@kajabi.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Expert at the address provided to Kajabi, and to Kajabi at 17100 Laguna Canyon Rd., Irvine, CA 92603, Attention: Legal Department.
13.5. No Waiver
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
13.6. Entire Agreement
This Agreement, including all Kajabi Policies listed on kajabi.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Kajabi nor Expert will be bound by, and each Party specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
13.7. Assignment
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns, and legal representatives. Kajabi will be permitted to assign this Agreement without notice to or consent from Expert. Expert will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Kajabi’s prior written consent, to be given or withheld in Kajabi’s sole discretion.
13.8. Applicable Laws
This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.
The Parties agree that the dispute resolution provisions of the Platform Terms of Service, including the agreement to arbitrate, shall apply to this Agreement with respect to any dispute or claim arising out of or in connection with this Agreement.
13.9. Competitive or Similar Materials
Kajabi is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Expert’s Services.
13.10. Language
All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
13.12. Non-exclusive remedies
In the event of any breach or threatened breach by Expert of any provision of this Agreement, in addition to all other rights and remedies available to Kajabi under this Agreement and under applicable law, Kajabi will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Expert’s participation in the Experts Marketplace; and (c) be indemnified for any losses, damages, or liability incurred by Kajabi in connection with such violation, in accordance with the provisions of Section 12.
13.13. Severability
If any provision of this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, then such invalidity, illegality, or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal, or unenforceable provision had never been contained within the Agreement.
13.14 Kajabi’s Right to Monitor
Kajabi has the right, but not the obligation, to monitor or investigate any Expert website and Your use of Kajabi’s products or services at any time for compliance with this Agreement or the Kajabi Policies. Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.
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