TERMS OF SERVICE
LAST UPDATED: NOVEMBER 20, 2019
These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Major Decision LLC, its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Major Decision,” “we,” “us” or “our”) governing your use of the Major Decision application, website, and technology platform (collectively, the “Major Decision Platform”).
By entering into this Agreement, and/or by using or accessing the Major Decision Platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Major Decision Platform or any of the services provided through the Major Decision Platform.
1.0 The Major Decision Platform
The Major Decision Platform provides a marketplace where persons who seek advisory services from college students (“Clients”) can be matched with college students willing to offer advisory services (“Advisors”). Advisors and Clients are collectively referred to herein as “Users,” and the advisory services provided by Advisors to Clients shall be referred to herein as “Advisory Services.” Major Decision will, and you authorize us, to match Advisors and Clients based on the User’s search factors such as college, major, year of graduation, etc. (per the Client selection criteria), and to cancel an existing match and rematch based on the same or similar considerations. Any decision by a User to offer or accept Advisory Services is a decision made in such User’s sole discretion. Each Advisory Service provided by an Advisor to a Client shall constitute a separate agreement between such persons.
2.0 Modification to the Agreement
Major Decision reserves the right to modify the terms and conditions of this Agreement and such modifications shall be binding on you upon continued use of the Major Decision Platform. Failure to accept any modifications or if you dispute such modifications may result in your removal from the Major Decision Platform. Major Decision reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Major Decision Platform or Advisory Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
The Major Decision Platform may only be used by individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. The Major Decision Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. To use the Major Decision Platform, each User shall create a User account. Each person may only create one User account, and Major Decision reserves the right to deactivate any additional or duplicate accounts.
By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a minor, you may create a Major Decision account for such minor to use the Major Decision Platform subject to the following requirements and restrictions: (a) you ensure that the minor does not request or accept or participate in any Advisory Services unless accompanied by you or an authorized guardian, and (b) you expressly guarantee the minor’s acceptance of the terms of this Agreement. By creating a Major Decision account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor’s use of the Major Decision Platform as provided by the terms of this Agreement. You will be responsible for any breach of the terms and conditions of this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor Client.
As a Client, you understand that request or use of Advisory Services may result in charges to you (“Charges”). Charges for Advisory Services include fees and other applicable fees, surcharges, and taxes. Major Decision has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your accounts page or quoting you a price for a specific service at the time you make a booking. Pricing may vary based on the type of service you request (e.g., text, voice, video, in person, other) and some taxes and fees may be a percentage of the underlying price and thereby be additive to the nominal service price. You are responsible for reviewing the applicable price quote within the Major Decision website and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof. Charges for Advisory Services shall be billed to your payment method at the time of booking (not after the completion of Advisory Services).
Fees. There are two types of Fees, variable and quoted.
- Variable Fees. Variable fees consist of incremental charges based on local requirements such as sales and use taxes. Any such Variable fees shall be based on the User attesting that the location of virtual service is received at their home location for Clients and are provided at the college address for Advisors. All in-person sessions will be provided at the city or town of the college location.
- Quoted Fees. In most cases Major Decision will quote you a fee at the time of your request for a booking. The quote is subject to change until the Advisory Services are booked. Quoted fees may include the Fees and Other Charges below, as applicable.
Fees and Other Charges.
- Service Fee. You may be charged a “Service Fee” for each session which such fee will be displayed prior to booking
- Cancellation Fee. After booking an Advisory Services you may cancel it through the website, but note that in certain cases a cancellation fee (as a percent of the total Fees and Charges in the original booked appointment per the below) may apply. You may also be charged if you fail to show up after requesting Advisory Services.
Cancellation Fees are set forth below:
- Cancellation Fee of 0% if cancelled more than 1 hour in advance of the appointment time.
- Cancellation Fee of 50% if cancelled less than 1hour in advance.
- Failure to show up for the appointment may result in forfeiture of 100% of the Fee and Charges if not cancelled per the above and is at Major Decision’s sole discretion.
- Other Charges. Other fee and surcharges may apply to your Advisory Services, including: state or local fees. In addition, where required by law Major Decision will collect applicable taxes. All such fees shall be provided in the total Fee prior to booking.
- Facilitation of Charges. All Charges are facilitated through a third-party payment processor. Major Decision may replace its third-party payment processor without notice to you. Charges shall only be made through the Major Decision Platform. Cash payments are strictly prohibited. Your payment of Charges to Major Decision satisfies your payment obligation for your use of the Major Decision Platform and Advisory Services. Major Decision may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. If you do not recognize a transaction, then check your account receipts and payment history.
- No Refunds. All Charges are non-refundable after the provision of the Advisory Services. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Major Decision Platform, any disruption to the Major Decision Platform or Advisory Services, or any other reason whatsoever.
- Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of an Advisory Service. Coupons are only valid for use on the Major Decision Platform, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your Advisory Service exceeds the applicable credit or discount value, we will charge your payment method on file for the outstanding cost of the Advisory Service. For quoted or variable fees, Major Decision may deduct the amount attributable to the Service Fee or Other Charges before application of the coupon. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions section of the Major Decision website.
- Credit Card Authorization. Upon addition of a new payment method or each Advisory Services request, Major Decision may seek authorization of your selected payment method to verify the payment method, ensure the Advisory Services cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
If you are an Advisor, you will receive payment for the provision of Advisory Services pursuant to the terms of the Advisor Addendum, which shall form part of this Agreement between you and Major Decision. Payments will only be made to US bank accounts with the Advisor name on the account matching the User profile.
If you are a User, you will receive payments for referrals per the Referral Program Addendum terms. Advisors authorize Major Decision to make payment for referrals to the same account used for the Advisor Services payment. Clients authorize Major Decision to make payment for referrals by wire transfer to their bank account, check, gift card or other similar vehicle to the home address or to the email address of the high school student. Payment method is at Major Decision’s discretion.
6.0 Major Decision Communications
By entering into this Agreement or using the Major Decision Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Major Decision, its affiliated companies and/or Advisors, may include but are not limited to: operational communications concerning your User account or use of the Major Decision Platform or Advisory Services, updates concerning new and existing features on the Major Decision Platform, communications concerning promotions run by us or our third-party partners, and news concerning Major Decision and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of promotional calls or texts, you may tick the box on your account profile (not currently active) accordingly. No promotional calls or texts will not be conducted before the year 2021. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Major Decision Platform or related services. As texting or calls are key elements in the delivery of Advisory Services, you acknowledge that opting out of receiving all texts or calls will impact your use of the Major Decision Platform or related services causing suspension or termination of your User account.
7.0 Your Information
8.0 Promotions, Referrals, and Loyalty Programs
Major Decision, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Major Decision. Major Decision reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Major Decision determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Major Decision reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.
Currently, Major Decision’s referral program (“Referral Program”) provides you with incentives to refer your friends and family to become new Users of the Major Decision Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.
9.0 Restricted Activities
With respect to your use of the Major Decision Platform and your participation in the Advisory Services, you agree that you will not:
- conduct any in-person sessions in a dorm room, apartment, house or other private location;
- impersonate any person or entity;
- stalk, threaten, or otherwise harass any person, or carry any weapons;
- violate any law, statute, rule, permit, ordinance or regulation;
- interfere with or disrupt the Major Decision Platform or the servers or networks connected to the Major Decision Platform;
- post Information or interact on the Major Decision Platform or Advisory Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
- use the Major Decision Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
- post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Major Decision Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Major Decision Platform;
- “frame” or “mirror” any part of the Major Decision Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
- modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Major Decision Platform;
- rent, lease, lend, sell, redistribute, license or sublicense the Major Decision Platform or access to any portion of the Major Decision Platform;
- use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Major Decision Platform or its contents;
- link directly or indirectly to any other web sites;
- transfer or sell your User account, password and/or identification, or any other User’s Information to any other party;
- discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
- violate any of the Referral Program rules if you participate in the Referral Program; or
- cause any third party to engage in the restricted activities above.
You will comply with any college or university guidelines and/or requirements with respect to commercial activities or activities related to the provision of Advisory Services on college or university campus or property.
10.0 Advisor Representations, Warranties and Agreements
By providing Advisory Services as an Advisor on the Major Decision Platform, you represent, warrant, and agree that:
You are currently a full-time student enrolled in the college or university in your profile, in the major declared in your profile, with correct forecast date of graduation, and in good standing with the respective college or university.
You are fully aware of your college or university guidelines with respect to provision of commercial services.
You will not provide any vehicular transportation to any Users by any means while performing Advisory Services.
You will not engage in reckless behavior while performing the services as an Advisor, perform the services while under the influence of alcohol or drugs, or take any action that harms or threatens to harm the safety of Clients, the Major Decision community or third parties.
You will not demand that a Client pay in cash, or use a credit card reader to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
You will not attempt to defraud Major Decision or Clients on the Major Decision Platform or in connection with your provision of Advisory Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fees or other payments for the Advisory Services and take any other action against you available under the law. The identity of Clients and Client information is proprietary to Major Decision and you will not circumvent the booking process of the Major Decision Platform by providing a Client with links, phone numbers, email address or other contact information that would allow or encourage a Client to book Advisory Services via another platform or directly with an Advisor. Such theft of Client information shall entitle Major Decision to seek recovery of all damages and to equitable relief.
You will not discriminate against Clients with disabilities and agree to review and comply with Major Decision’s Anti-Discrimination PoliciesAnti-Discrimination Policy.
You agree that we may obtain information about you, including your college registration records and criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
You will pay all applicable federal, state and local taxes based on your provision of Advisory Services and any payments received by you.
11.0 Intellectual Property
All intellectual property rights in the Major Decision Platform shall be owned by Major Decision absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Major Decision Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Major Decision. Major Decision shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
MAJOR DECISION and other Major Decision logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Major Decision in the United States and/or other countries (collectively, the “Major Decision Marks”). If you provide Advisory Services as an Advisor, Major Decision grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Major Decision Marks solely on the Major Decision stickers/decals, , and any other Major Decision-branded items provided by Major Decision directly to you in connection with providing the Advisory Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Major Decision’s prior written permission, which it may withhold in its sole discretion. The Major Decision logo (or any Major Decision Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Major Decision Mark in a domain name or Major Decision referral code, or use of a Major Decision Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as an Advisor on the Major Decision Platform, but may not misidentify yourself as Major Decision, an employee of Major Decision, or a representative of Major Decision.
You acknowledge that Major Decision is the owner and licensor of the Major Decision Marks, including all goodwill associated therewith, and that your use of the Major Decision logo (or any Major Decision Marks) will confer no interest in or ownership of the Major Decision Marks in you but rather inures to the benefit of Major Decision. You agree to use the Major Decision logo strictly in accordance with Major Decision’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Major Decision determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that use the Major Decision Marks or any derivatives of the Major Decision Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Major Decision in writing; (2) use the Major Decision Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Major Decision Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Major Decision’s rights as owner of the Major Decision Marks or the legality and/or enforceability of the Major Decision Marks, including, challenging or opposing Major Decision’s ownership in the Major Decision Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Major Decision Marks, any derivative of the Major Decision Marks, any combination of the Major Decision Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Major Decision Marks; or (5) use the Major Decision Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
You agree you will not rent, lease, lend, sell, manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic Major Decision or Major Decision Advisor Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from Major Decision.
Violation of any provision of this License may result in immediate termination of the License, in Major Decision’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Major Decision Marks (in violation of this Agreement or otherwise), you agree that upon their creation Major Decision exclusively owns all right, title and interest in and to such materials, including any modifications to the Major Decision Marks or derivative works based on the Major Decision Marks or Major Decision copyrights. You further agree to assign any interest or right you may have in such materials to Major Decision, and to provide information and execute any documents as reasonably requested by Major Decision to enable Major Decision to formalize such assignment.
Major Decision respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Major Decision Platform infringe upon your copyrights, please contact us in writing via US mail to our posted address.
The following disclaimers are made on behalf of Major Decision, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Major Decision does not provide advisory services, and Major Decision is not a professional consulting company. It is up to the Advisor to decide whether or not to offer a service to a Client contacted through the Major Decision Platform, and it is up to the Client to decide whether or not to accept Advisory Services from any Advisor contacted through the Major Decision Platform. We cannot ensure that an Advisor or Client will complete an arranged Advisory Service. We have no control over the quality or safety of the advisory session that occurs as a result of the Advisory Services.
THE MAJOR DECISION PLATFORM IS PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE MAJOR DECISION PLATFORM AND/OR THE ADVISORY SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE ADVISORY SERVICES AT ANY GIVEN LOCATION OR TIME. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
We do not warrant that your use of the Major Decision Platform or Advisory Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free or truthful, or will meet your requirements, that any defects in the Major Decision Platform will be corrected, or that the Major Decision Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Major Decision Platform or Advisory Services.
We do not warrant that your use of the Major Decision Platform or Advisory Services will result in your admission to any college or university you apply to or will increase your chance of admission or that you will find satisfaction at any college or university at which you matriculate.
We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the Major Decision Platform and Advisory Services, including looking at the photos of the Advisor or Client you have matched with to make sure it is the same individual you see in person or in video. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Major Decision Platform. We encourage you to communicate directly via any tools offered in the Major Decision Platform with each potential Advisor or Client prior to engaging in an arranged Advisory Service.
Major Decision is not responsible for the conduct, whether online or offline, of any User of the Major Decision Platform or Advisory Services. You are solely responsible for your interactions with other Users. By using the Major Decision Platform and participating in the Advisory Services, you agree to accept such risks and agree that Major Decision is not responsible for the acts or omissions of Users on the Major Decision Platform or participating in the Advisory Services.
You are responsible for the use of your User account and Major Decision expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish or post to or through the Major Decision Platform (including any profile information you provide), send to other Users, or share during the Advisory Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Major Decision Platform or through the Advisory Services. Please carefully select the type of information that you post on the Major Decision Platform or through the Advisory Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advice, statements, offers, or other information or content concerning Major Decision or made available through the Major Decision Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Major Decision Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Major Decision Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Major Decision advises you to use the Major Decision Platform with a data plan with unlimited or very high data usage limits, and Major Decision shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Major Decision Platform.
You will defend, indemnify, and hold Major Decision including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Major Decision Platform and participation in the Advisory Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Advisors, Clients, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Major Decision Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or (4) any other activities in connection with the Advisory Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
14.0 Limitation of Liability
IN NO EVENT WILL MAJOR DECISION, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “MAJOR DECISION” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE MAJOR DECISION PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE MAJOR DECISION PLATFORM, THE ADVISORY SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAJOR DECISION PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE ADVISORY SERVICES, GOODS OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT MAJOR DECISION HAS NO RESPONSIBILITY OR LIABILITY TO YOU FOR ANY DAMAGES, INCLUDING DIRECT DAMAGES, RELATED TO ANY ADVISORY SERVICES, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
15.0 Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Major Decision; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Major Decision may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Advisory Services; (2) you fall below Major Decision’s star rating as an Advisor or cancellation threshold as a User; (3) Major Decision has the good faith belief that such action is necessary to protect the safety of the Major Decision community or third parties. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Major Decision’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 4, 5, 7 (with respect to the license), 9–18, and 20 shall survive any termination or expiration of this Agreement.
16.0 Dispute Resolution and Arbitration Agreement
(a) Agreement to Binding Arbitration Between You and Major Decision.
You and Major Decision mutually agree to waive our respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by arbitration, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or your relationship with Major Decision ends. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Major Decision, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Major Decision’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third party beneficiaries of this Arbitration Agreement.
Except as expressly provided below, all disputes and claims between us (each a “Claim” and collectively, “Claims”) shall be exclusively resolved by binding arbitration solely between you and Major Decision. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Major Decision Platform, the Advisory Services, Major Decision promotions, gift card, referrals or loyalty programs, any other goods or services made available through the Major Decision Platform, your relationship with Major Decision, the threatened or actual suspension, deactivation or termination of your User account or this Agreement, background checks performed by or on Major Decision’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Major Decision, any city, county, state or federal wage-hour law, employment, trade secrets, unfair competition, compensation, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Major Decision and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.
By agreeing to arbitration, you understand that you and Major Decision are waiving the right to sue in court or have a jury trial for all Claims, except as expressly otherwise provided in this Arbitration Agreement. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.
(b) Prohibition of Class Actions and Non-Individualized Relief.
You understand and agree that you and Major Decision may each bring Claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis (“Class Action Waiver”). You understand and agree that you and Major Decision both are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding. Notwithstanding the foregoing, this subsection (b) shall not apply to representative private attorneys general act claims brought against Major Decision, which are addressed separately in Section 16(c).
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.
(c) Representative PAGA Waiver.
Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and Major Decision agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and Major Decision agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”).
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
(d) Rules Governing the Arbitration.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.
As part of the arbitration, both you and Major Decision will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Clients or Advisors, but is bound by rulings in prior arbitrations involving the same Client or Advisor to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.
(e) Arbitration Fees and Awards.
The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:
If Major Decision initiates arbitration under this Arbitration Agreement, Major Decision will pay all AAA filing and arbitration fees.
With respect to any Claims brought by Major Decision against an Advisor, or for Claims brought by an Advisor against Major Decision that: (A) are based on an alleged employment relationship between Major Decision and an Advisor; (B) arise out of, or relate to, Major Decision’s actual deactivation of an Advisor’s account or a threat by Major Decision to deactivate an Advisor’s account; (C) arise out of, or relate to, Major Decision’s actual termination of an Advisor’s Agreement with Major Decision under the termination provisions of this Agreement, or a threat by Major Decision to terminate an Advisor’s Agreement; (D) arise out of, or relate to, fees owed by Major Decision to Advisors for Advisory Services, other than disputes relating to referral bonuses, other Major Decision promotions, or consumer-type disputes, or (E) arise out of or relate to background checks performed in connection with a user seeking to become an Advisor (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Advisor Claims”), Major Decision shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Major Decision pursuant to the fee provisions above). However, if you are the party initiating the Advisor Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Advisory Services to Clients, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 16(e)(3), the term “Advisor” shall be deemed to include both Advisors and Advisor applicants who have not been approved to provide Advisory Services.
Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
Although under some laws Major Decision may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration, Major Decision agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
(f) Location and Manner of Arbitration.
Unless you and Major Decision agree otherwise, any arbitration hearings will take place in Houston, Texas. If AAA arbitration is unavailable in Houston, Texas, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.
(g) Exceptions to Arbitration.
This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 16(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; and (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Agreement, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Agreement or settled by you. Similarly, you may not recover money damages under this Arbitration Agreement if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement.
In addition to the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(i) Optional Pre-Arbitration Negotiation Process.
Before initiating any arbitration or proceeding, you and Major Decision may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Major Decision. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Major Decision’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Major Decision Platform, which may include the User’s name, location, contact information and photo (“Confidential Information”) disclosed to you by Major Decision for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Major Decision Platform any User Information obtained from the Major Decision Platform. As an Advisor, you understand that some of Client Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a Client, you should not disclose to anyone the identity of the Client as this could violate HIPAA. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Major Decision in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Major Decision with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Major Decision or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Major Decision; becomes known to you, without restriction, from a source other than Major Decision without breach of this Agreement by you and otherwise not in violation of Major Decision’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Major Decision to enable Major Decision to seek a protective order or otherwise prevent or restrict such disclosure.
18.0 Relationship with Major Decision
As an Advisor on the Major Decision Platform, you acknowledge and agree that you and Major Decision are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Major Decision expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Major Decision; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Major Decision, and you undertake not to hold yourself out as an employee, agent or authorized representative of Major Decision.
Major Decision does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Advisory Services, or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Major Decision Platform. You retain the option to accept or to decline or ignore a Client’s request for Advisory Services via the Major Decision Platform, or to cancel an accepted request for Advisory Services via the Major Decision Platform, subject to Major Decision’s then-current cancellation policies. Major Decision shall have no right to require you to: (a) display Major Decision’s names, logos or colors on your person or property; or (b) wear a uniform or any other clothing displaying Major Decision’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Advisory Services or otherwise engage in other business or employment activities.
19.0 Other Services
In addition to connecting Clients with Advisors, the Major Decision Platform may enable Users to provide or receive services from other third parties. For example, Users may be able to use the Major Decision Platform to obtain services or financial services provided by third parties (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Major Decision Platform, you authorize Major Decision to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Major Decision is not responsible and may not be held liable for the Other Services or the actions or omissions of the third-party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Major Decision Platform.
Except as provided in Section 16, this Agreement shall be governed by the laws of the State of Texas without regard to choice of law principles. This choice of law provision is only intended to specify the use of Texas law to interpret this Agreement and is not intended to create any other substantive right to non-Texans to assert claims under Texas law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Major Decision, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Major Decision shall be given by certified mail, postage prepaid and return receipt requested to Major Decision, Inc., 1818 Bingle Road, Suite 100, Houston, TX 77055. Any notices to you shall be provided to you through the Major Decision Platform or given to you via the email address or physical you provide to Major Decision during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Major Decision with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.
This Major Decision Advisor Addendum is an addendum to the Agreement (www.Major Decision.com/terms) between you and Major Decision, and it sets forth additional terms and conditions that are applicable to your provision of Advisory Services through the Major Decision Platform. Capitalized terms herein have the meaning set forth in the Agreement.
Advisor Fee. You are entitled to the Fee for the Advisory Services you perform for Clients, as provided in the Agreement and this Advisor Addendum. The “Advisor Fee” for a completed session is per the Fee tab in your account information. This Fee is the total compensation for the Advisor Services.
In some situations where a Client cancels an Advisor Service request that you have accepted, you may earn a cancellation fee as per the following:
Cancellation of a session with 1 hour notice or longer: $0.00
Cancellation of a session with less than 1 hours: 50% of the Fee due for a full session
No show for a session: full session fee
The above session amounts are subject to change in Major Decision’s discretion and any changes shall be published in your account. Should Major Decision make an error in the Fees to be paid in your account profile, Major Decision reserves to right to make adjustments retroactively to correct this error higher or lower. In no event will the Fees be greater than the Charges billed to the client for the Advisory Services. By continuing to use the Major Decision Platform, you are deemed to accept these changes.
Advisors are encouraged to work with Clients to reschedule appointments and minimize the number of Client cancellations.
Should an Advisor cancel an appointment at any time prior to the appointment, there will be no compensation paid to the Advisor. Advisor will make every effort to reschedule the appointment 72 hours prior to the appointment time to allow Client to adjust their schedule.
Advisor’s failure to show up for an appointment may be cause for Major Decision to terminate this Advisor Addendum and the Agreement. Such termination is effective upon notice thereof.
It is the responsibility of the Advisor to manage the time allotted for a specific service. Underrun of the allotted time is only allowed when the Client has decided to end the session prior to the planned completion time. Client will not be given credit for any unused time and Advisor is not required to or allowed to offer make-up services. Also, Advisor will not receive additional compensation for overage in time spent. Advisor is allowed to ask the Client to set an additional or new meeting if more time is requested.
No Tipping. You will not seek or accept tips in cash or other forms of payment. Advisor agrees that the Fees above are sufficient for the services provided and the exclusive compensation for such services.
Payments, Adjustments and Settlement. Major Decision will collect payments owed to you by Clients and other third parties as your limited payment collection agent and you agree that the receipt of such payments by Major Decision satisfies the payer’s obligation to you. Major Decision reserves the right to adjust or withhold all or a portion of the Advisor Fee or other payment owed to you (i) if we believe that you have attempted to defraud or abuse Clients, Major Decision, or Major Decision’s payment systems, or (ii) in order to resolve a Client complaint (e.g., you failed to perform the Advisory Services in a manner consistent with this Agreement, you were impaired or appeared to be impaired in your performance of the Advisory Services due to alcohol or illegal drugs, etc.). Major Decision’s decision to adjust or withhold the Advisor Fee or other payment in any way shall be exercised in a reasonable manner. We will use reasonable efforts to ensure that your Advisor Fee and any other payments to you will be paid to you on at least a monthly basis, subject to a minimum payment threshold of $20. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.
Client Charges. Major Decision will charge the Client an amount calculated or determined by Major Decision on your behalf for the Advisory Services you perform for Clients (the “Client Charges”). Client Charges will be determined before the Advisory Services is booked and based on the selected service at the time of booking. Client Charges may be quoted in advance and fixed at the time of the service request (a “Quoted Charge”). Your payment for Advisory Services shall be the Advisor Fee as described above. Unless we indicate to you otherwise, the Client Charges includes the Advisor Fee, fees retained by us (including the Service Fee and Platform Fee described below), and any Third-Party Fees. “Third Party Fees” include any applicable state or local fees, surcharges or taxes imposed on the provision of Advisory Services, Other Services fees or Major Decision’s provision of the Major Decision Platform that Major Decision is required by law or agreement to collect and remit to third parties.
Major Decision Fees. In exchange for your use of the Major Decision Platform and the services provided by Major Decision to you, you agree to pay Major Decision (and permit Major Decision to retain) a service fee (“Service Fee”) and platform fee (“Platform Fee”) based on each service you provide. The combined Service Fee and Platform Fee shall be defined as the total remaining of the Client Charges minus the Advisor Fee and any Third-Party Fees that Major Decision collects.
Payment Processing. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the “Stripe Terms”). By using the Major Decision Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Major Decision enabling payment processing services through Stripe, you authorize Major Decision to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of Advisory Services as contemplated by the Agreement and your relationship with Major Decision. You further agree to provide accurate and complete information about you and your college enrollment status and authorize Major Decision to share it and transaction information with Stripe for the purposes of facilitating the payment processing services provided by Stripe. Major Decision reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion. Major Decision will bill the Client at the booking of the Advisory Services but will not make payment to the Advisor until after successful performance of the Advisory Services, on a least a monthly basis, subject to a minimum payment threshold of $20.
Express Pay. If you elect to receive payments through Major Decision’s Express Pay feature (which Major Decision may offer to you in its sole discretion), you acknowledge that you will be charged a fee for this Express Pay service as described by Major Decision prior to confirmation. You understand that (i) your financial institution may not support Express Pay, (ii) Major Decision and Stripe make no guarantee concerning how quickly Express Pay payments will settle with your account, and (iii) not all payments through the Major Decision Platform are eligible for Express Pay. If you elect to use any direct debit features made available by Major Decision or its third-party partners you acknowledge that you may be subject to supplemental agreements related to those services.
Promotions and Coupons. Major Decision may, at its discretion, offer promotional or other Coupons to Clients, however such discounts shall not impact the Advisor Fee or any other payments owed to you. You agree that Major Decision may sell passes or subscriptions (each, a “Session Pass”) on your behalf to generate additional leads for your Advisory Services. Session Passes entitle Clients to receive discounted or capped Fees for qualifying sessions (subject to certain limitations, terms and conditions). When a Client uses a Session Pass to receive a qualifying service, Major Decision will use the Session Pass in satisfaction of partial payment of the total Client Charges subject to the terms and conditions of the Session Pass. Your payment for Advisory Services arranged with a Session Pass will be determined based on the Advisor Fee for the service as provided in this Advisor Addendum. In the event that Session Pass collections from a Client exceed qualifying service Charges (if any), you agree that as between you and Major Decision, and to the extent permitted by law, Major Decision may retain such excess amounts in consideration for Major Decision’s sales and marketing of Session Passes.
No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Major Decision and its affiliates may seek to generate additional demand for your Advisory Services from new and existing Clients. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Advisor Addendum and Agreement (www.MajorDecision.com/terms).
Referral Program Addendum
These Major Decision Referral Program Rules (“Program Rules”) govern your participation in the Major Decision Referral Program. The Program Rules are in addition to any agreements between you and Major Decision, including the Major Decision Terms of Service, as applicable (collectively, the “Agreement”). The Agreement is incorporated by reference and shall apply to your participation in the Major Decision Referral Program, including, if necessary, to resolve any disputes between you and Major Decision related to or arising out of the Referral Program.
The Major Decision Referral Program (“Referral Program”) is offered by Major Decision LLC. and its affiliates (together referred to as “Major Decision”) and provides Users who are interested in referring their family and friends (“Referrers”) the opportunity to refer eligible individuals to join the Major Decision community as new Clients or Advisors. These Program Rules apply to both Referrers and referred Users, so please read carefully to understand your respective rights and obligations.
To be eligible to participate in the Referral Program as a Referrer, you must (a) be a legal resident of your country; (b) be the age of majority in your territory of residence or have a parent or legal guardian authorizing your execution of the Agreement; and (c) maintain a Major Decision account in good standing. Referrers may be Advisors or Clients. However, if you violate the Program Rules or the Agreement, Major Decision may suspend or terminate your ability to participate in the Referral Program under any or all of your accounts.
Major Decision Codes
Under the Referral Program, Major Decision may provide you with a unique alphanumeric code (“Major Decision Code”) to distribute to eligible individuals to become new Client or Advisor. Major Decision owns all rights in and to any Major Decision Code provided to you. You acknowledge and agree that: (a) Major Decision may limit the number of Major Decision Codes available to you, (b) you have no ownership rights in any form over the Major Decision Codes, and (c) Major Decision may reclaim, deactivate, invalidate or terminate your Major Decision Code at any time at its discretion.
How to Refer New Users
a. Referred Client.
Through the Major Decision Platform, you may refer eligible individuals to become new Clients on the Major Decision Platform. In order to be eligible for a Referral Reward (defined below) for a new Client, the person must (i) have never previously created a Major Decision account and (ii) satisfy the applicable reward criteria, as discussed below. If these conditions are met, the person shall be considered your “Referred Client”.
b. Referred Advisor.
You may refer eligible individuals to become new Advisors on the Major Decision Platform. In order to receive a Referral Reward for a new Advisor, the person must (i) have never previously been an Advisor or started an application to become an Advisor, (ii) meet all eligibility requirements and be approved on the Major Decision Platform, and (iii) satisfy the applicable reward criteria. Major Decision Advisor eligibility and approval is determined at the sole discretion of Major Decision and is not guaranteed. The duration of the review process may vary. If these conditions are met, the person shall be considered your “Referred Advisor”.
You may also invite eligible individuals to become new Users by distributing your Major Decision Code directly and instructing them to manually input your Major Decision Code into the User application on the Major Decision site. A Client will not be able to apply your Major Decision Code if (i) they have already applied another User’s Major Decision Code or a different promotion code, (ii) they have already received Major Decision credit from Major Decision or another source on their User account prior to entry of your Major Decision Code, or (iii) they take a Major Decision advisory session prior to entering your Major Decision Code in their account. An Advisor will not be able to apply your Major Decision Code if they complete their application without entering your Major Decision Code. If a User does not enter your Major Decision Code you will not receive compensation for the referral and they will not be considered your Referred Client or Referred Advisor. Major Decision reserves the right to supply new Users with Major Decision credit or sign-on bonuses at its discretion.
You are eligible to earn a referral incentive (“Referral Reward”) for each Referred Client and Referred Advisor that you refer to the Major Decision Platform (subject to certain maximum limits and the other terms in these Referral Program Rules, as set forth below) after their first completed Advisory Service for voice, video or in-person services. Chat/text Advisor Services are explicitly excluded from qualification for Referral Rewards.
Referral Rewards are one-time rewards and not applicable after the first completed Advisory Service.
Referral Rewards are:
- $5.00 per Referred Client
- $5.00 per Referred Advisor
As such, the maximum Referral Reward for each new Client or Advisor is $5.00. The Referral Reward is only earned after the successful completion of an Advisory Service involving the Referred Client or Referred Advisor as applicable. It is not applicable to cancelled appointments.
Major Decision will make payment of Referral Rewards monthly if the aggregate monthly rewards meet a minimum payment threshold of $20.00. At its sole discretion, Major Decision may make payment(s) earlier with or without the payment threshold being met. Major Decision reserves the right to make payments more frequently when payable Referral Rewards exceed $20.00.
As discussed above, in order to qualify as your Referred Client or Referred Advisor, the new User must satisfy the applicable reward criteria below. The reward criteria are set by Major Decision in its sole discretion and are subject to change at any time. The reward criteria may vary by market or within a particular market. Major Decision, at its sole discretion, may make available certain promotions with different reward criteria or Referral Rewards to other Users or prospective Users. These promotions, unless offered to you, shall have no bearing whatsoever on your Agreement or relationship with Major Decision.
If the new User that you refer satisfies the reward criteria, the type of Reward you are eligible to receive may depend on (i) which Major Decision User account you used to refer the new user (in general, Advisors can earn cash for Referred Users paid out in their monthly earnings, whereas Clients receive Major Decision credits in their Major Decision account or payment made to their designated account, by check, or gift card at Major Decision’s discretion).
b. Earning Rewards for Referred Client.
In order to satisfy the referral criteria, the referred Client must take their first Major Decision advisory session before the Referral Credit expires, but in no event later than thirty (30) days from the creation of their Major Decision User account. All terms and conditions for the distribution and use of Referral Credit are determined by Major Decision in its sole discretion.
c. Maximum Rewards for Referred Client.
There is no limit on Referral Rewards for Referred Clients. Major Decision reserves the right to change this maximum amount, and it is your responsibility to review the Referral Program Rules for the current maximum limits.
d. Earning Rewards for Referred Advisor.
When you refer a new Advisor to the Major Decision Platform you may be eligible for a Referral Reward if the Advisor is approved and satisfies the reward criteria. The applicable reward criteria could vary by time, market, and promotion. Major Decision will confirm the applicable reward criteria for the Referred Advisor (if any) upon submission of the Advisor application. The new Advisor applicant must complete their Advisor application and become approved to advise on the Major Decision Platform within 30 days of starting the application in order to satisfy the reward criteria
e. Maximum Rewards for Referred Advisor.
Major Decision reserves the right to set a maximum amount of Referral Rewards you can earn per week (or any other time increment) for referring new Advisors to the Major Decision Platform. If you are found to be ineligible to participate in this Referral Program, Major Decision may provide you the opportunity to submit an application to participate in other programs Major Decision may offer; provided that, Major Decision has no obligation to do so. Participation in all programs is subject to Major Decision’s sole discretion and Major Decision does not guarantee participation.
f. Resolving Disputes over Referrals.
Only one person can earn a Referral Reward for a single Referred Client or Referred Advisor. In the event that multiple persons claim credit for a particular referral, Major Decision has full discretion to determine which person earned such referral according to Major Decision’s systems.
g. Reservation of rights.
Major Decision reserves the right to withhold or deduct Referral Rewards or Referral Credit obtained through the Referral Program in the event that Major Decision determines or believes that the receipt of the Referral Reward or Referral Credit was in error, fraudulent, illegal, or in violation of these Referral Program Rules or any other applicable agreement between you and Major Decision.
In connection with your participation in the Referral Program, you expressly agree to the restrictions listed below. When distributing, promoting or communicating your Referral Code(s) you agree that:
a. No spamming. You agree that you will not “spam” anyone with invitations to join the Major Decision community, and that you, at all times, will remain compliant with CAN-SPAM, the Telephone Consumer Protection Act, and other applicable laws. The following specific activities are prohibited:
i. Mass emailing, texting or messaging people you do not personally know;
ii. Use of automated systems or bots through any channel to distribute, post or respond to your Referral Code;
iii. Use of scripts, programed or automatic dialers to send invites or to communicate Referral Codes; and
iv. Posting referral codes on event or venue pages without express permission from the owner.
b. No Misrepresentations. You agree that you will not attempt to mislead anyone in connection with the Referral Program, either by affirmative representation, implication, or omission. In particular, you agree that you will not:
i. Impersonate any person or entity;
ii. Create fake accounts, blogs, webpages, profiles, websites, links or messages;
iii. Misrepresent your relationship with Major Decision or any other third party (Don’t create content or communications that could have the effect of leading a consumer to believe that it is an official communication from Major Decision.);
iv. Suggest that an affiliation or partnership exists with a third party where none exists; And
v. Don’t make misrepresentations with respect to the characteristics or qualification requirements for any referral rewards. You acknowledge that Major Decision may change the characteristics or qualification requirements for referral rewards in its discretion, and therefore you shall not represent any fixed characteristics (e.g., amount of Major Decision credit, expiration date).
c. Prohibited content. You agree that you will not use the Major Decision brand in connection with:
i. Disparaging or defamatory content concerning Major Decision or third parties;
ii. Content which promotes racism, bigotry, hatred, discrimination or physical harm of any kind against any group or individual;
iii. Offensive, abusive, intimidating or harassing content
iv. Content that is sexually explicit, obscene and/or contains nudity
v. Any political and/or religious statement;
vi. Content containing images or reference to drugs, alcohol, tobacco, weapons or firearms; and
vii. Content that violates someone else’s privacy.
d. Other restrictions. You also agree that you will not:
i. Specify the monetary amount of the referral code unless authorized by Major Decision in writing;
ii. Create websites, domains, URLs, social media handles or email addresses containing the word “Major Decision”;
iii. Use the names or marks of Major Decision competitors;
iv. Use images of celebrities or other public or private figures without their written consent;
v. Use someone else’s brand name or intellectual property without their written consent (for example, referencing “Yale” or “University of Michigan” could be prohibited);
vi. Engage in phishing or attempting to obtain financial or other personal information;
vii. Solicit passwords or personally identifiable information;
viii. Sell your Referral Code. You may not sell, trade, or barter your Major Decision Code under any circumstances. You may not pay or provide anything of value to an invited user;
ix. Violate or infringe the rights of a third party. You will adhere to the License terms in any use of the Major Decision Marks; x. Advertise. You agree that you will not pay to advertise your Major Decision Code or the Referral Program;
xi. Create printed materials other than those authorized by Major Decision;
xii. Post printed materials on public or private property without the express written consent; and
xiii. Engage in fraudulent activity. You agree that you and your referrals will not defraud or abuse (or attempt to defraud or abuse) Major Decision, the terms of the Major Decision Referral Program, or any invited users.
If you violate any of these restrictions, then Major Decision may, in its discretion, remove your eligibility to participate in the Referral Program, and/or deny you any Referral Rewards earned in violation or suspected violation of these restrictions.
The following terms shall also apply to your participation in the Referral Program.
a. Users cannot earn Referral Rewards for referring themselves;
b. In exchange for allowing you to promote your Major Decision Code online (subject to the restrictions above), you agree to include a link on any such promotion page back to Major Decision’s promotion page (or such other page as Major Decision designates); and
c. All Major Decision promotions run for a limited time only and are subject to change at Major Decision’s discretion.
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