Site Usage Policy
ACCEPTANCE OF SITE POLICIES
Welcome to www.teaspiller.com ("Service" or "Site") owned and operated by Vemdara, LLC. By using the Site in any way, you are agreeing to comply with and be bound by this Agreement, any related agreements including, without limitation, the Privacy Policy, Expert User Agreement, Customer User Agreement, and all rules, policies and disclaimers (including FAQs for Customers and Experts) posted on the Site or about which you are notified (collectively “Site Policies”). If you do not agree with all the Site Policies, do not use the Site. Please review all of the Site Policies carefully before using the Site.
By using the Site, you (i) agree to be bound by the Site Policies and (ii) represent that you are over the age of 18 and able to form legally binding contracts.
CERTAIN DEFINED TERMS
“Account” means the Teaspiller Account you open when you register to become a Member and use the Site Services.
“Customer” means a Member that investigates and purchases Expert Services or identifies an Expert through the Site.
“Teaspiller,” we,” or, “us” means Vemdara, LLC, the owner and operator of www.teaspiller.com
“Teaspiller Services” means the creation, hosting, maintenance, and provision of the Site and all services delivered by Teaspiller that are accessible through the Site. The term Teaspiller Services does not include Expert Services or Third-Party Services.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Member” means a person or legal entity that registers for an Account.
“Expert” means a Member that offers and delivers Expert Services or identifies a Customer through the Site.
“Expert Service(s)” unless otherwise stated, means all services delivered by Experts, including, but not limited to: “Work Online” and “Ask an Accountant”.
“Secure Areas” means portions of the site that are encrypted using the Hypertext Transfer Protocol Secure (also known as “HTTPS”) or any other encryption mechanism.
“Site Services” means all services that are accessible through the Site except Expert Services.
“Third-Party Services” means all services that are accessible through the Site and delivered by third parties, including Visitors. The term Third-Party Services does not include Teaspiller Services or Expert Services.
“User” means (1) a person who is a Member, using the Site on his or her own behalf, or (2) a person who is using the Site on behalf of a Member that is a company or organization.
“Visitor(s)” means a person who is only visiting the Site, not a Member or User.
“you” means a Visitor or Member accessing the Site or using the Site Services on his or her own behalf; or, if the Site Services are used on behalf of a Member, "you" means the Member for which the Site Services are used and the User who accesses the Site on
RIGHT TO MODIFY
Teaspiller may change, revise or modify any of the Site Policies at any time by posting them on the Site. Changes shall automatically be effective upon posting. Your continued use of the Service will signify your acceptance of the changes. If you do not accept the changes, your sole and exclusive remedy is to discontinue using the Site. The latest Site Policies will be posted on the Site, and you should always review them prior to using the Site.
THE WEBSITE
Teaspiller Is a Venue; Third-Party Content
The Teaspiller Site is a venue allowing Customers and Experts to communicate solely for informational and educational purposes. Users of the Site provide the content in questions, answers, requests for information, responses, profiles, qualifications, and comments. The Experts determine which questions to answer; Experts are not employees or agents of Teaspiller but are, like Customers, simply Users of the Site.
Teaspiller is not involved in the conversation between Customers and Experts and does not refer Customers to or endorse or recommend particular Experts. You acknowledge that Teaspiller cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee Customer Content.
No Reliance on Term "Expert"; Verification
Teaspiller attempts to verify the identities of Experts through a variety of methods which may include but not limited to third-party verification; however, we do not warrant or guarantee Experts’ identity. Use of the term “Expert” provides no assurance that the person answering your question has any expertise or qualifications relating to the particular category or to give such response. Information provided about Experts is provided by those Experts and not verified by Teaspiller, with the limited exceptions noted above.
Teaspiller will not be liable for any loss or damage caused by your reliance on any information found on the Site.
Information Not Advice; No Client-Professional Relationship
Answers on this Site are to be used for general information purposes only, not as a substitute for in-person evaluation or specific professional (tax, legal, financial, investment, etc.) advice. The laws, regulations, other governing authorities, standards, practices and procedures that apply to your particular question may differ depending on your location and information typically discovered through in-person evaluations or visits. Experts in some categories may be licensed, certified, educated, employed by or have experience in only particular jurisdictions.
Communications on this site do not create client-professional relationships and are not the subject of any associated privileges or confidentiality protections. Communications on this Site are limited, do not involve in-person evaluations or visits, and do not include safeguards and procedures typical of in-person evaluations and visits.
USER POSTED CONTENT & OTHER INTERACTIVE SERVICES OR AREAS
The Site includes areas in which users may post content and information, including without limitation peer and customer ratings and reviews, messages, tax and accounting questions and answers, tax and accounting guides, comments, data, text, photos, graphics or other materials (the "User Content") and may include other interactive areas or services in which you or third parties may create, post, modify or store information, content, materials or other items on the Site ("Interactive Areas"). You are solely responsible for your use of such Interactive Areas and use them at your own risk. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
1. User Content that is false, misleading, unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable, including without limitation any recommendation, endorsement, rating, or review of a tax and accounting expert with whom you have not had direct, personal experience in a expert tax and accounting context or as a client of such tax and accounting expert;
2. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, violate any applicable rules of expert conduct, or that would otherwise create liability or violate any local, state, national or international law;
3. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content as provided under these Site Policies;
4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
5. Unsolicited promotions, political campaigning, advertising or solicitations, including without limitation any advertisements for tax and accounting services, tax and accounting service providers, or tax and accounting related referral services;
6. Private or confidential information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, Social Security numbers and credit card numbers;
7. Viruses, spyware, malware, corrupted data or other harmful, disruptive or destructive files;
8. Any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; and
9. User Content that, in the sole judgment of Teaspiller, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which may expose Teaspiller or its users to any harm or liability of any type.
Teaspiller takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Teaspiller liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, Teaspiller is not liable for any statements, representations, responses, comments or other User Content provided by its users in any review, rating, forum, question, answer, tax and accounting guide or other Interactive Area. Although Teaspiller has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, Teaspiller reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Policies and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.
If you post User Content to the Site, unless we indicate otherwise, you grant Teaspiller and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant Teaspiller and its affiliates and sublicensees the right to use the name that you submit in connection with such User Content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site and to grant the rights granted herein; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Site Policies and will not violate any rights of or cause injury to any person or entity.
Verification and Monitoring
Teaspiller makes available to Members on the Site various Third-Party Services to verify a Member’s credentials, provide testing services, or provide information. Any opinions, advice, statements, services, offers or other information or content expressed or made available by these third parties or any other Members are those of the respective author(s) or distributor(s) and not of Teaspiller. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information or statement made on the Site by anyone other than authorized Teaspiller employees acting in their official capacities.
Links
This Site may contain links to other Web sites or resources and access and use of certain services offered by third parties. Your access and use of those Web sites, resources or services will be governed by the terms and policies of the Web site or resource. You acknowledge and agree that Teaspiller is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.
RESOLUTION OF DISPUTES AND RELEASE
In the event a dispute arises between you and Teaspiller, please contact us at support@teaspiller.com.
Any dispute arising from or relating to the subject matter of this Agreement, including collectively the Terms, shall be finally settled by arbitration in New York County, New York, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and Teaspiller agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Should you have a dispute with one or more users, or an outside party, you release Teaspiller (and Teaspiller's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Teaspiller encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
Teaspiller, for the benefit of users, may try to help users resolve disputes. Teaspiller does so in Teaspiller's sole discretion, and Teaspiller has no obligation to resolve disputes between users or between users and outside parties. To the extent that Teaspiller attempts to resolve a dispute, Teaspiller will do so in good faith based solely on Teaspiller's policies. Teaspiller will not make judgments regarding legal issues or claims.
DISCLOSURES
Upon your request, you may have this Agreement sent to you by email. Please feel free to contact Teaspiller to resolve a complaint regarding any aspect of service relating to this Site by writing to us at support@teaspiller.com or calling us at 1-877- TEA-SPIL (1-877-832-7745).
DISCLAIMERS, LIMITATIONS AND EXCLUSIONS
Data
You are responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Teaspiller's part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
WARRANTY DISCLAIMER
THE SITE SERVICES PROVIDED BY TEASPILLER OR ANY OF OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE OR OUR LICENSORS OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER
THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100, OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SITE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
INDEMNITY
You agree to defend, hold harmless and indemnify Teaspiller from and against any and all losses, costs, expenses, damages or other liabilities incurred by Teaspiller from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against Teaspiller: (a) in connection with your use of the Site Services including any payment obligations incurred through use of the Site Services; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Members; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member; (viii) any act or omission of yours with respect to the payment of fees to any Expert; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Expert. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
NOTICES AND COMMUNICATIONS
Communications from Teaspiller to you
Unless you otherwise indicate in writing to us, Teaspiller will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Teaspiller sends it to the email address you have provided to Teaspiller on the Site, or when Teaspiller posts such communication on the Site. You must keep your email address updated on this Site, and you must regularly check this Site for postings. If you fail to respond to an email message from Teaspiller regarding violation, dispute or complaint within two business days, Teaspiller has the right to terminate or suspend your Job or your Account.
Communications from you to Teaspiller
All notices to Teaspiller intended to have a legal effect concerning this Agreement must be in writing and can be sent electronically to support@teaspiller.com.
Such notices to Teaspiller are deemed effective upon receipt.
JURISDICTIONS AND CHOICE OF LAW
The Site is controlled and operated from its facilities in the United States. If there is any dispute arising out of the use of the Site, by using the Site, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute.
Teaspiller makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use or access the Site if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
MISCELLANEOUS TERMS AND CONDITIONS
You are responsible for compliance with applicable local laws, keeping in mind that access to the contents of this Site may not be legal for or by certain persons or in certain countries. Teaspiller will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Teaspiller. No delay or omission by Teaspiller in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of Teaspiller, and any attempt to do so will be null and void. Teaspiller may assign this Agreement in its sole discretion.
This Agreement, together with any other legal notices and agreements published by Teaspiller via the Site, shall constitute the entire agreement between you and Teaspiller concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
Except for the payment of fees to Teaspiller, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
The boldface paragraph headings in this Agreement are included for ease of reference only and have no binding effect. This Agreement and all documents referenced in this Agreement (including the Terms of Service) comprise the entire agreement between you and Teaspiller with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.
