Terms and Conditions

Terms of Use

Last Updated: April 24, 2024

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement ("Terms"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN govern your access to, use of, and participation in the Platform made available by Abe, Inc. or any of its subsidiaries (collectively, and including such entities operating under any other names (including Setter), “Abe Technology, Inc”, "Abe," "we," "our," or "us") or through Abe and the entirety of your relationship with Abe. YOU UNDERSTAND AND AUTHORIZE Abe TO USE YOUR INFORMATION TO OBTAIN BACKGROUND CHECKS AND BUSINESS CREDIT CHECKS FROM OUR VENDORS AND/OR VERIFY YOUR IDENTITY THROUGHOUT YOUR USE OF THE SERVICE.

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE PLATFORM.

All references to "you" or "your," as applicable, mean the person who accesses, uses, and/or participates in the Platform in any manner, and each of your heirs, assigns, and successors. If you use the Platform on behalf of an entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein will refer to that entity, its directors, officers, employees, and agents.

MODIFICATIONS

Abe reserves the right, in our sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. Abe will notify you of changes by posting on the Abe Terms of Use website and may also, in our sole discretion, notify you by sending you a message and/or otherwise notifying you when you are logged into your account. Modifications will become effective 30 days after the earliest of: (a) modifications being posted on the Platform; (b) Abe’s transmission of a message to you about the modifications; or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the 30 days will constitute your consent to the changes. If you do not agree, you may not access or use the Platform.

ADDITIONAL TERMS AND POLICIES

Please review Abe's Privacy Policy , incorporated herein by reference, for information and notices concerning Abe's collection and use of your information. The provision and delivery of text messages by Abe or our text message service providers is governed by our SMS Terms and Conditions, which are expressly incorporated herein. The “Abe Guarantee” is governed by the Abe Guarantee Terms and Conditions, which are expressly incorporated herein. Please review the full set of key Abe policies that govern your use of the Platform and our interactions with you and third-parties. Certain areas of and/or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.

KEY TERMS

"Collective Content" means User Content and Abe Content together.

"Content" means text, graphics, images, music, software, audio, video, information or other materials, including but not limited to profile information, Pro Services requests, quotes, message threads, reviews, scheduling and calendar information, and other information or materials available on or through the Platform.

"Consumer" means a User who is registered to search for Service Professionals on the Platform, seeks Pro Services from Service Professionals on the Platform, makes a booking with a Service Professional to purchase a Pro Service (or receive a quote in contemplation thereof), is registered for or undergoes a home specialist consultation or similar service with respect to their home, utilizes a Abe plan to track maintenance on a home, is a Abe Plus member, or otherwise uses the Platform to, or agrees to these Terms in order to, receive, pay for, review, or facilitate the receipt of Pro Services. Because a Consumer may be, or may become, a customer of a Service Professional, a Consumer is often referred to as a “customer” or a “Customer” on the Platform and in marketing materials related to the Platform.

"Fee" means any amount charged by Abe to a User in connection with the Platform.

"Platform" means all Abe websites, mobile or other applications, software, processes, video consultations, subscription services, and any other services provided by or through Abe.

“Privacy Policy” means the Abe Privacy Policy located at https://www.useabe.com/privacy/, including any amendments, supplements or modifications thereto made from time to time.

"Pro Services" means the services listed, quoted, scheduled, offered, fulfilled or provided by Service Professionals, or sought, scheduled, paid for, or received by Consumers, through the Platform.

"Service Professional" means a User who uses, or is registered to use, the Platform to offer, provide, receive payment for, or facilitate the provision of Pro Services. Service Professionals are often referred to as “pros” on the Platform.

"Abe Content" means all Content Abe makes available on or through the Platform, including any Content licensed from a third-party, but excluding User Content.

"User" means a person or entity who completes Abe's account registration process, agrees to these Terms, utilizes any services offered by or through the Platform, or a person or entity who submits or receives a request through Abe, including but not limited to Service Professionals and Consumers.

“Expert”, “Pro” refers to the person who answers a question on the Site.

"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any User or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding Abe Content and Feedback.

ELIGIBILITY, SERVICE PROFESSIONAL REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM

Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you meet these requirements.

By registering or using the Platform to offer, post, or provide Pro Services, Service Professionals represent and warrant that they, and the employees, agents, suppliers contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their Pro Services and in relation to the specific job they are performing. Service Professionals otherwise agree to comply with all applicable laws, including the Minnesota Consumer Privacy Act, any other applicable privacy laws, and the Telephone Consumer Protection Act, in their use of the Platform and any personal information obtained from the Platform.Disputed Telephone Consumer Protection Act Disclosure

Communications from Abe, including its agents, representatives, affiliates, or business partners, may include but are not limited to: operational communications concerning your account or use of the Abe Site or app, updates concerning new and existing features of the site or app, marketing information and promotions run by us, our agents, representatives, affiliates, or business partners, and any news concerning Abe.

By entering your telephone number into the Abe website or app, you expressly agree to receive communications for the purposes identified above from us, our agents, representatives, affiliates, or business partners, via e-mail, SMS or text messages, phone calls, video calls, and push notifications. You further expressly agree that these communications, including phone calls, SMS or text messages, may be generated using automated technology, such as an automatic telephone dialing system, or artificial or prerecorded voice, and even if your telephone number(s) is listed on any corporate, state, or federal Do-Not-Call lists.

You represent that for the telephone number(s) that you have provided to us, you are the current subscriber or customary user and that you have the authority to provide the consent described above to be contacted at such number(s). You agree to promptly alert us whenever you stop using a particular telephone number. Standard charges may apply to the receipt of these calls or text messages.

Opting-out of Promotional Communications. 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 marketing or promotional calls or texts, text back “STOP” to the number you received outreach from, from the mobile device receiving the messages. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the site or the services provided by non-Abe entities.

Please note that consent is not a condition of using our services and consent may be revoked at any time. However, opting out may impact your use of the Site. If you wish to opt out of all texts or calls from Abe (including operational or transactional texts or calls), you can text the word “STOPALL” to the number you received outreach from, from the mobile device receiving the messages, however you acknowledge that opting out of receiving all texts may impact your use of the Site.

Information collected, including personal information may be shared with affiliates and third-party providers, who will use that information in accordance with their own privacy policies. Please visit our Privacy Policy for more information.

Abe is a Venue; Third-Party Content

The Abe Site is a venue for informational and educational purposes, owned and operated by Abe, that exists solely to broker relationships between Experts and potential Customers of those Experts who are interested in purchasing their Expert services. Abe is not in the business of providing or selling information or education that is within any Expert’s area of Expertise. Users of the Site, not Abe, provide the content in Posts (defined below). The Experts determine which questions to answer; Experts are not employees or agents of Abe but are independent service providers using the Site to sell their Expert knowledge to Customers and, as such, together with Customers, are simply Users of the Site.

Abe is not involved in the conversations between Customers and Experts. You understand and acknowledge that Abe cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the content of calls. Abe shall not be liable for any acts or omissions of Experts, content in Posts or the ability of Experts to answer questions. We cannot ensure that an Expert will complete a transaction. Notwithstanding the foregoing, Abe reserves the right, but is not obligated, to refuse to post or to remove any content and/or remove any User’s access to the Site.

EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Site and should, instead be directed immediately by telephone or in-person to qualified professionals (e.g. in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.

Posts Are Not Private or Confidential; Anonymity

The Site and app are an Internet-based forum. Information and materials submitted in the content of your calls, questions, answers, requests for information, responses, profiles, signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate on the Site (collectively "Posts") is not private or confidential, nor is it protected by attorney-client, doctor-patient, or any other privilege, and it may be read, collected, and used by others. For example, search engines may index your calls, questions, answers, and other Posts to allow them to appear in search engine results (e.g. if someone does a search on google.com or another search engine, your questions, answers, and other Posts on Abe.co that relate to the search may appear in the search results list). 

If you would like to keep your call private from other members, please request to do so via the Abe site or app.

Verification; No Reliance on the Term “Expert”

Other information about an Expert, not shown as verified, has been provided by the Expert but has not been verified. Use of the term "Expert" by Abe and on the Site is only meant to describe Users who answer questions on the Site, and not to guarantee any particular level of expertise of these Experts.

The results of the verifications are only as accurate as the information provided to and by the experts themselves. Abe makes an effort to verify, but cannot warrant or guarantee an Expert's purported identity; user identification on the Internet is difficult. For these reasons, Abe cannot and does not represent, warrant or guarantee the truthfulness or accuracy of the credentials or identities of Users and information provided by Users including Experts. You acknowledge that Abe will not be liable for any loss or damages caused by your reliance on any information or content contained in Posts.

Information Not Advice; No Client-Professional Relationship

Answers of Experts on the Site or app are provided by Experts and are to be used by Customers for general information purposes only, not as a substitute for in-person evaluation or specific professional (medical, legal, veterinary, tax, financial, etc.) advice. For example, Experts in the Legal category will provide only general information about the law, and will not provide legal advice nor propose a specific course of action for a Customer. By answering questions, Experts do not intend to form, and do not form attorney-client or doctor-patient relationships with Users of the Site. 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.

No professional-client relationships shall be formed on the Site. Communications on this Site are not confidential and shall not be the subject of any associated privileges. Communications on this Site are limited, as described above, do not involve in-person evaluations or visits, and do not include safeguards and procedures typical of in-person evaluations and visits.

Before you can interact with an Expert, you will be required to agree to a Disclaimer reminding you of these and other important provisions of the Terms.

User Accounts

User Accounts; Restricted Activities; Suspension or Termination of Service User Accounts. 

When you register as a User on the Site or in the app, you can establish a user name and limited time authentication number (via text) for access to your online account. You are responsible for maintaining the confidentiality of your user name, and account data, and you may not share this information or your account with anyone else, and you will be solely responsible for all acts or omissions that occur under your account. You will immediately notify Abe of any unauthorized use of your account. You should only create one account on the Site. If your Abe account has been suspended or terminated, you may not open another account on the Site.

You agree to keep your contact and billing information (including but not limited to email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for active Abe accounts.

Bound by Representatives. You are responsible for and bound by the actions of, and transactions entered into by, your actual and appointed representatives whether authorized by you in writing, verbally, or otherwise to represent you at or with Abe. You are responsible for monitoring your appointed representatives and protecting the privacy of your username, login information and any other account or financial information provided to Abe or its vendors and agree to inform us immediately, in writing, of any unauthorized use of same. If you are checking in or logging in as a representative for anyone other than yourself, you agree that you are a duly appointed and authorized representative for that person or entity and have authority to bind that person or entity to any actions or transactions you conduct.

Restricted Activities. You agree that any content you provide on the Site and your use of our Site or any Additional Services (whether such Additional Services are Informational or Beyond-Information Only, as defined below) initiated through the Site shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (Abe can remove unauthorized use of copyrighted material); (c) be illegal or violate any federal, state or local law, statute, ordinance, regulation or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography or, if otherwise adult in nature or harmful to minors, but without containing child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) link directly or indirectly to or include descriptions of goods or services that are prohibited under the Terms or that you do not have a right to link to or include. If you post material that is adult in nature, such material shall be posted with “Mature Audiences Only” in the listing title and appropriate notices to prevent unauthorized underage viewing and shall be distributed only to people legally permitted to receive such content. You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Site without Abe’s prior written consent. We do not knowingly collect personal information from children under 13 years of age, and if we become aware that a child under the age of 13 has submitted personal information to us, we will promptly remove it from our systems.

Suspension or Termination of Service. Customers may terminate your service and account at your sole discretion and at any time by written notice via e-mail to info@useabe.com. Terminations typically will be effective within thirty business days after our receipt of your termination notice, at which time your account will be closed and you will no longer enjoy access to your former account. Any fees accrued as of the effective date of termination will be payable according to the Terms. The procedure for Experts to terminate their accounts is set forth in the Expert Agreement.

At any time, with or without notice, for any or no reason, Abe reserves the right to modify or discontinue any portion or all of the Site or Services, and to restrict, suspend and terminate Customers’ and/or Expert accounts. 

Terms and Conditions Specific to Mobile Applications. Once you have registered as a User on the Site, you may elect to download and use different versions of the Abe mobile application (the “App”). Download and use of the App is required. By downloading and using one or more versions of the Abe App, you agree that in addition to this Agreement governing your use of the App and the Abe, the following terms and conditions specifically applicable to your use of the App (the “Mobile Terms”) also apply to you:

(a) You acknowledge that the Mobile Terms and the Agreement is between you and Abe, and not any other third-party beneficiary (as defined below in (b)) and you understand that Abe is solely responsible for the App;

(b) Additionally, Apple, Google, Inc., or Microsoft Corporation will be a third-party beneficiary to this contract if you access the Abe platform using Applications developed for Apple iOS, Android, or Microsoft Windows mobile devices, respectively;

(c) Your access and use of the Abe App using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service;

(d) The third-party beneficiaries listed above are not parties to this Agreement and are not responsible for the provision or support of the Abe platform in any way;

(e) If you are accessing the Abe App through an Apple device, you acknowledge that Apple and its subsidiaries (collectively, “Apple”) are third party beneficiaries of the Agreement and upon your download of and use of the App indicating your assent and agreement to the Mobile Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Mobile Terms against you as a third party beneficiary thereof. 

Charges, Rating the Expert, Refund and Cancellation Policy

Abe’s platform allows Customers to post questions to Experts in subject-matter categories, facilitates communication with Experts via chat, emails, calls, video calls, and online message boards, and enables delivery of answers to your questions, among other services (“Site Access Benefits”). Customers on the Site or may be presented with one of three payment models: (1) pay-per-call model; (2) membership model; and (3) additional services model (which is explained in Section E below).

Pay-Per-Call. With the pay-per-call model, you select the expert that you are willing to pay for to ask questions, and/or talk to. Once you have selected expert and submitted your payment information, your call will start or be booked for a later date and/or time. Customers are charged in one of three ways depending on the payment source, as described on the payment page: (i) when the call starts; (ii) when the call is scheduled; or (iii) when the call is extended.

Membership. Memberships allow Customers to receive Site Access Benefits for multiple in-app text messages on the Site for a monthly or other-period recurring fee. Customers who elect to pay for memberships are hereinafter referred to as “Members.” The fee is automatically charged to the Member’s payment source provided on the Site and placed in the Customer Payment Pool (account of all Members’ payments). Abe will post a notice of an auto-renewal to your account of your membership. Auto-renewal will remain in effect until withdrawn by you or terminated by Abe. You can stop auto-renewal of your membership by (1) sending a written notice of cancellation via e-mail to hi@useabe.com or (2) talking to a customer support agent via our online chatbot. You can cancel your membership at any time, no refunds will be provided but you will continue to have access to the Site Access Benefits until the next billing cycle.

Rating the Expert. Experts typically answer Customers’ calls quickly. If the Expert requests further information before answering your question, you may wish to take advantage of the opportunity to provide more information to the Expert to allow the Expert to help you better.

Once the Expert answers your question and/or talks to you, you will be asked to rate the Expert. If you provide a rating of 1 or 2, Abe will watch the recorded call to better assess your claims, so the Expert may try to help you better on a later call, if requested. By booking a call, you are authorizing Abe to charge your payment source (for example, the credit card or PayPal account you provided to Abe). A portion of your payments may be paid to the Expert instead of to Abe.

Abe does not guarantee that you will receive a response from an Expert, or that you will be satisfied with your communication with an Expert. For Pay-Per-Call Customers, in the rare instance that no Expert responds at all to your question, you agree that any amount up to $5 that was charged upon posting of your question may be retained by Abe in consideration for the Site Access Benefits received. See Refunds section below for information on requesting a refund.

Memberships - Additional Terms. Abe Memberships are intended and authorized only for personal, non-transferrable, not-for-resale use only. Abe should not be used for purposes of plagiarism in any context or in cheating in the academic setting. Notwithstanding any other terms, Abe reserves the right to cancel your Abe Membership in its entirety at any time and for any reason, with or without prior notice, including, but not limited to, your excessive use (as determined by Abe in its sole discretion). In the event that Abe cancels a Abe Membership, it will refund the current period’s fee, unless the account was terminated for violation of use.

In order to prevent fraudulent use of the Membership program by Customers, Customers who have purchased Memberships are ineligible to participate as Experts on Abe during the term of their Membership, as are their immediate family members (spouse, parent, child, sibling and spouse or “step” of each) and those living in the same households (persons, whether related or not, who lived in the same residence as the Member for at least three (3) months during the twelve (12)-month period preceding the start of the Abe Membership).

Some categories are not covered by Memberships – for privacy reasons. Members will be bound by their Membership Details so please be sure to review them carefully.

Charities. Experts can choose to declare that they will be donating a portion of their proceeds, up to 100%, to a charitable organization of their choice. This donation happens off-platform, after the platform pays the expert their full proceeds, and Radical Group Inc (“Abe”) is in no way affiliated with charitable organizations.

Refunds, Cancellations, Abuse and Special Programs.

No Refunds except as set forth herein. All membership fees are non-refundable. Memberships that are cancelled in the middle of the payment period will not have pro-rated billing, refunds or other credits. To cancel a Membership, you may use one of the following methods: 1) write an email to hi@Abe.co requesting cancellation of your membership, or 3) log into your Abe account, under the “My Account” page, click the Membership button on the left and then click on the “Cancel membership” button. You may be offered a chat to request your feedback on your membership experience before re-directing you to a self-help page where you can submit your request to cancel.

Abe maintains the right to initiate special incentive pricing, membership, and other programs. These may be limited, at Abe’s sole discretion, to defined and limited Users or non-Users. Any promotional monies or credits placed into Customer accounts by Abe for use towards Site Access Benefits on the Site remain the property of Abe (they never become the property of Customers and never become refundable to the Customer), and unless otherwise stated on the Site or in an email to a Customer, will be usable only for thirty (30) days.

11. Receipt of Special Offers and Other Communications

By accepting these Terms, you agree to receive coupons, special offers, and other communications from Abe per the terms of the Privacy Policy. You may modify this setting by making the relevant changes to your Abe profile.

Legal Statements

Release

Users are responsible for their acts and omissions and content placed on the Site. Abe will not be liable to Users for any disputes that may arise between or among Users.

No Endorsement of Non-Abe Entity; No Relationship with Users

Abe may endeavor to offer to its Users products and services offered by non-Abe entities. The Site may contain links to third party websites and service providers (collectively, “Third Party Services”) that are not owned or controlled by Abe. Abe has no control over and assumes no responsibility for the content, practices, and privacy policies of such Third Party Services. Abe encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. Abe cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links or names of such non-Abe entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that Abe is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity, you hold Abe harmless from any and all liability arising from such actions, and you expressly relieve Abe from all liability arising from your use of Third Party Services. You further acknowledge that no relationship (such as partnership, agent, joint venturer, or employee) is created between you and Abe or between any User (including Customers and Experts) and Abe by formation of this Agreement (or any of the Terms) or by your participation on the Site. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE, FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT. 

 Information Control and Storage

We do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and that Abe is not responsible for the acts or omissions of Users on the Site.

The amount of storage space per User is currently limited. You agree that Abe is not responsible or liable for the deletion or failure to store content and/or other information.

16. Exclusion of Warranties

Abe SERVICES, SOFTWARES, AND RELATED DOCUMENTATION ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THIS SITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. Abe DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Abe DOES NOT WARRANT OR REPRESENT THAT THE USE OR THE RESULTS OF THE USE OF THE MATERIALS AVAILABLE THROUGH THE SERVICE, FROM THIRD PARTIES OR A LINKED SITE WILL BE CORRECT, ACCURATE, TIMELY, RELIABLE OR OTHERWISE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

UNDER NO CIRCUMSTANCES WILL Abe BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, FROM THIRD PARTIES (SUCH AS EXPERTS OR OTHERS) OR A LINKED SITE, OR USER’S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A THIRD PARTY OR A LINKED SITE. USE OF THIS SITE IS AT USER’S SOLE RISK.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Abe OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY. 

Limitation of Liabilities

IN NO EVENT SHALL Abe, ITS PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, JOINT VENTURERS, CONSULTANTS, SUCCESSORS OR ASSIGNS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, PROFITS, DATA, USE, REVENUE OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF, OR IN CONNECTION WITH, OUR SITE, OUR SERVICES OR THE TERMS BASED ON ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THIS SITE AND THE INFORMATION WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. IN NO EVENT WILL OUR LIABILITY, AND THE LIABILITY OF OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO Abe IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) US$100. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold Abe, its parents, subsidiaries, officers, directors, shareholders, employees, agents, joint venturers, consultants, successors and assigns harmless from and against all losses, costs, liabilities and expenses including reasonable attorneys’ fees, asserted by any third-party that are in any way due to, or arising out of, your use of or conduct on the Site.

Abe does not sell or otherwise provide Pro Services. Abe may directly provide home project consultations and related on-Platform services to Consumers, but any Pro Services solicited as a result of any such consultations or on-Platform services are provided by an independent Service Professional without any representation or warranty from Abe other than as expressly provided for herein. Abe also facilitates Pro Service transactions, which facilitation may include displaying a list of Service Professionals profiles, allowing Consumers and Service Professionals to send messages to each other, allowing for the booking of an appointment for the provision of Pro Services, assisting in the selection of a Service Professional for certain Consumers, and processing payment for certain Pro Services. Consumers understand that any such facilitation does not constitute a warranty in relation to the Pro Services. Service Professionals understand and agree that using the Platform does not guarantee that anyone will engage them for Pro Services. Consumers understand that any Pro Services they solicit and/or pay for using the Platform are solicited directly from the Service Professional providing such Pro Services.

Service Professionals understand and agree that they are customers of Abe, and are not Abe employees, contractors, consultants, joint venturers, partners, or agents. Service Professionals acknowledge that they provide their own equipment, select their own jobs, develop their own expertise, are free to do jobs through other platforms and lead sources, and determine their own work schedule. Abe does not control, and has no right to control, the services a Service Professional provides (including the details of how the Service Professional provides such services) if the Service Professional is engaged by a Consumer or any other person, except as specifically noted herein or on the Platform.

Abe, as permitted by applicable laws, obtains reports regarding Service Professionals, which may include history of criminal convictions or sex offender registration, and we may limit, block, suspend, deactivate, or cancel a Service Professional’s account based on the results of such a report, without or without notice. As a Service Professional, you agree and authorize us to use your personal information, such as your full name and date of birth, to obtain such reports from Abe’s vendors. Service Professionals agree to inform Abe of any material criminal convictions that occur after any such reports are run.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

Users may access the Platform without registering for an account. To access and participate in certain features of the Platform, you will need to create a password-protected account ("Account"). You may register for an Account using certain third-party account and log-in credentials (your "Third-Party Site Password"), such as your Facebook or Google credentials. You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Abe password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your Account, and you will notify Abe immediately of any unauthorized use. Abe is not liable for any losses by any party caused by an unauthorized use of your Account. You are liable for the losses of Abe or others due to any unauthorized use of your account related to your failure to comply with these Terms. Your account is nontransferable except with Abe’s written permission and in accordance with Abe policies and procedures.

YOUR LICENSE TO USE THE PLATFORM

Subject to your compliance with these Terms, Abe grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you as is. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise regarding any intellectual property rights owned or controlled by Abe or our licensors, except for the licenses and rights expressly granted in these Terms.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. The contents of private messaging through the Platform will not be used by Abe in public advertising. By making available any User Content on or through the Platform, you hereby grant to Abe a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise utilize such User Content on, through, by means of or to promote, market or advertise the Platform or Pro Services, or for any other purpose in our sole discretion. In the interest of clarity, the license granted to Abe will survive termination of the Platform or your Account. Abe does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Abe the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Abe's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third-party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While Abe has no obligation to do so, you agree that Abe may edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.

Abe reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason.

PROHIBITIONS

As a User of the Platform, you may not:

• Use another person's Account, misrepresent yourself or Pro Services offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Platform;

• Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without Abe's prior written approval; provided, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (Abe reserves the right to revoke these exceptions either generally or in specific cases);

• Copy text, or otherwise misuse or misappropriate Platform information or Content in any manual or automated manner including but not limited to, for use on a mirrored, competitive, or third-party site;

• Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm Abe or our Users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third-party, including privacy or publicity rights; or (g) circumvents or manipulates the Fee structure, billing, or Fees owed;

• Use the Platform in any manner that circumvents, or that may be intended to circumvent, your obligation to pay Abe for access to services provided by the Platform or by Service Professionals;

• Notwithstanding anything to the contrary contained in these Terms, collect, harvest, publish, or “sell” any personal information (as that term is defined by the Minnesota Consumer Privacy Act and/or any similar law or regulation), including but not limited to information related to Users for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;

• Violate any applicable laws or regulations;

• Fail to comply with a User’s requests (including, those made on their behalf by Abe) to no longer receive phone calls, text messages, e-mails or any other communications from you;

• Recruit, solicit, or contact in any form Service Professionals or Consumers for employment or any other use not specifically intended by the Platform;

• Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;

• Violate in any material respect any Abe policies that govern your use of the Platform and our interactions with you and third-parties;

• Advertise or solicit a Pro Service not related to or appropriate for the Platform including, but not limited to any Pro Service that (a) is not in supported categories or provides only products; (b) provides directories or referrals; (c) offers lending; (d) offers rental space; (e) promotes events (such as a party or professional convention); (f) competes with the business of Abe; (g) is based outside the United States; (h) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (i) offers a Pro Service not reasonably available to a Consumer or other individual in that Consumer or individual’s location;

• Submit User Content that damages the experience of any User including but not limited to (a) requests to download non-Abe mobile applications and/or links that direct the User to mirrored websites where the User must enter information that is redundant with what has already been entered on Abe, (b) offers to purchase a Pro Service or any other service outside of Abe, or (c) using a profile page or User name to promote services not offered on or through the Platform;

• Take any action that may undermine the efficacy or accuracy of reviews or ratings systems;

• Fail to perform Pro Services purchased from you as promised, unless the applicable Consumer fails to meet a material term of the applicable agreement for such Pro Services (including by refusing to pay);

• Seek to charge a Consumer for Pro Services when payment has already been, or is scheduled to be, initiated through Abe;

• Engage in fraudulent conduct, including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting Users to mail cash or use other payment methods prohibited by Abe;

• Sign up for, negotiate a price for, use, or otherwise solicit a Pro Service with no intention of following through with your use of or payment for the Pro Service;

• Agree to purchase a Pro Service when you do not meet a Service Professional's requirements;

• Create more than one Consumer or Service Professional Abe account without our written permission;

• Circumvent, or seek to circumvent, payment through the Platform where payment through the Platform is indicated to you as mandatory or is initiated by a Consumer;

• Fail to comply with any applicable laws or regulations related to your use of the Platform;

• Share a Abe Plus subscription across multiple households;

• Seek to circumvent the terms of, or abuse, your Abe Plus subscription;

• Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and

• Attempt to indirectly undertake any of the foregoing.

Abe BUDGET, FEES, AND TAXES

In connection with the use of Abe's Platform, Abe charges Fees.

Service Professionals can pay Fees to Abe in order to receive certain services on the Platform, including but not limited to receiving contacts, bookings or payments from Consumers or other individuals. As a Service Professional, Abe will automatically charge your stored payment method when those Consumers or other individuals contact you or make a booking with you concerning a Pro Service that matches the targeting preferences you set with us. Abe may also charge other types of Fees that you have previously agreed to (for example, cancellation or service fees) to your stored payment method or as deduction from your Abe balance. Fees may also be deducted from the total amount a Consumer pays for a particular Pro Service. In order to use Abe, you must have at least one valid payment method stored on file and the storage of such payment method is subject to our Stored Payment Terms and Conditions. As described more fully below, you may also be required to set a weekly spending limit or Budget (as defined below). Except as otherwise described herein or in our Refund Policy, all sales and Fees on Abe are final and non-refundable.

Budget for Service Professionals. As a Service Professional, Abe may require you to set one or more weekly spending limits (“Budgets”) for how much you are willing to spend on certain Fees over a specific period (“Budget Period”). The types of leads or other Fees that count against your Budget will be disclosed to you at the time you set your Budget. You understand that Abe may charge your stored payment method in excess of your Budgets if such charges relate to Fees not covered by your budget (including for “opportunities” contacts or for commission-based Fees), or if you otherwise give Abe permission to do so. You will not be charged the Budget amount upfront or automatically - your Budget is not a subscription. Rather, you will be charged Fees (as further described below) and the types of Fees covered by a Budget will not exceed your specified Budget without your permission. While Abe may provide an estimate for the number of Consumers who may contact you if you set a particular Budget for a particular Budget Period, or if you otherwise set a certain spending preference, you acknowledge and agree that any such estimate is not a guarantee, that Abe does not and cannot control any Consumer or other individual’s interest in contacting or hiring you, and that actual results will vary.

We will identify the length of the Budget Period when you set your Budget. The length of the Budget Period will not change within a given Budget Period but may be changed for subsequent Budget Periods. If a Budget Period length changes, you can adjust your Budget. If you do not do so, Abe will automatically pro-rate your then-current Budget to the length of the new period. For example, if you indicate you are willing to spend $100 for a one-week Budget Period, the Budget Period shifts to two weeks, and you do not make changes manually, your Budget will automatically be adjusted to $200 for the two-week Budget Period. You can change your Budget for a Budget Period at any time, including in the middle of a Budget Period, subject to the terms of this paragraph and what you have already spent. If you do not change your Budget in advance of a subsequent Budget Period, your Budget from the then-current Budget Period will automatically be used for that subsequent Budget Period, subject to the foregoing.

Timing of Charges for Service Professionals on Abe. As a Service Professional using Abe, there are different points at which your payment method may be charged:

If You Lack Sufficient Purchasing History on Abe

If you are new to Abe or do not have a sufficient purchasing history on the Platform as determined in Abe’s sole and absolute discretion, your payment method may be charged each time you are contacted or booked by a Consumer or other individual and you do not have an adequate Abe balance to cover the cost of that contact.

If You Have a Sufficient Purchasing History On Abe

Once Abe determines, in our sole and absolute discretion, that you have sufficient purchasing history on Abe, Abe may charge your payment method periodically for the total Fees accrued when Consumers or other individuals contact you. Specifically, Abe may charge your payment method each time (a) a specific time period has passed; and/or (b) within that time period, each time the total Fees accrued hit a certain dollar threshold. The frequency of charges may not match the Budget Period described above. Abe may adjust both the specific time period and the dollar threshold that trigger charges in our sole and absolute discretion. Abe may also, in our sole and absolute discretion, revert to charging your payment method each time you are contacted by a Consumer or other individual and you do not have an adequate Abe balance to cover the cost of that contact.

Abe may offer certain services or features with payment timing that differs from, or is not applicable to, the above.

Default Payment Method. For ordinary charges from Service Professionals, Abe will first attempt to charge the default payment method. In the event that Abe is unable to charge that payment method for any reason--including but not limited to exceeding a payment method’s credit limit, payment method cancellation, a payment method being out of date, or payment method details being incorrect--you agree that Abe may charge any other payment method associated with your account and take any other action to collect payment from you. If your payment details change, your card provider may provide us with updated card details. We may use these new details in order to help prevent any interruption to the Pro Services. If Abe is unable to charge the default payment method, Abe may attempt to charge any other payment methods associated with your Account in any order.

Penalty Fees for All Users. Abe may also charge penalty Fees for fraud, misconduct, late payment or other violations of these Terms, as determined in our sole discretion. Information about current penalty Fees is available in the help center.

In addition, Abe may charge certain penalty Fees disclosed directly in the Platform, including cancellation Fees.

You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges will be made to the payment method designated at the time you accrue a Fee. If you do not pay on time or if Abe cannot charge a payment method for any reason, Abe reserves all rights permissible under law to recover payment plus all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. If any Fee is not paid in a timely manner, or we are unable to process your transaction using the payment method provided, we reserve the right to terminate or suspend your Account.

You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. You agree to keep your contact information current, including but not limited to your email address and phone number. Such communication may be made by Abe or by anyone on our behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on your Account, you agree that Abe may charge such unpaid Fees to any payment method or otherwise bill you for such unpaid Fees.

Taxes. Payments required by these Terms may be stated exclusive of all taxes, duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Certain jurisdictions, however, may require us to collect Taxes from you in connection with the purchase of, payment for, access to, facilitation of or use of the Pro Services, and you will be responsible for and bear Taxes associated with the purchase of, payment for, access to, or use of the Pro Services. Charges are inclusive of applicable Taxes where required by law. You hereby confirm that Abe can determine your appropriate jurisdiction for tax purposes however it deems appropriate or as required by law, and you agree to pay taxes to Abe when Abe includes a charge for taxes on any invoice. You also understand and agree that you are solely responsible for determining your own tax reporting and sales and use tax collection requirements in consultation with your own tax advisers, and that we cannot and do not offer specific tax advice to either Service Professionals or Consumers.

TRACKING COMMUNICATIONS

In order to ensure appropriate charging of Fees and compliance with these Terms, Abe may track the occurrence of communications between Consumers and Service Professionals that occur off of the Platform via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Consumer or Service Professional. In order to track the occurrence of such communications, Abe may obscure Service Professional contact information in a Service Professional profile, replace Service Professional contact information in a Service Professional profile with a different piece of contact information that will forward to the Service Professional, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the Abe Platform unless we first obtain your permission.

If you send text messages with a Consumer or Service Professional using the telephone number for that User available on the Platform, we may use a third-party service provider to track these text messages. We track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes. As part of this process, Abe and our service provider will receive in real time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.

MARKETPLACE PAYMENTS

The Abe platform may facilitate payments between Consumers and Service Professionals (“Marketplace Payments”) through our payment processing partner Stripe, but Abe is not a party to any such Marketplace Payments or any Pro Services related thereto. Unless otherwise indicated, Marketplace Payments may be made for services only; Marketplace Payments for tangible personal property is prohibited. By agreeing to these terms or continuing to operate as a Service Professional on the Platform, you hereby appoint Abe to act as your agent for the limited purpose of facilitating and receiving Marketplace Payments on your behalf through Stripe as contemplated herein. You acknowledge and agree that, subject to any rights you have pertaining to Marketplace Payment disputes, once a Marketplace Payment has been made through the Abe Platform, the payment obligation of the payor User shall be deemed satisfied by the payee User upon receipt of the Marketplace Payment by Abe as though the payor User had made the Marketplace Payment directly to the payee User.

Abe does not offer any professional services directly or indirectly unless specified in a separate contract to which Abe is a direct party. Any time a Consumer pays for or books Pro Services on the Platform or receives a quote in connection with Pro Services, such Consumer is contracting directly with the Service Professional offering such Pro Service. Notwithstanding any facilitation of booking or payment, you understand and agree that Abe (i) does not sell, offer, provide or subcontract any Pro Service and (ii) is not liable in any way for any Pro Service, except to the extent expressly set forth in the Abe Guarantee (which guarantee is provided in connection with Abe’s role as a marketplace only, not in a role of provider of Pro Services). Notwithstanding Abe’s role as a payment facilitator, each Service Professional who receives Marketplace Payments understands and agrees that they are obligated to perform the Pro Service as outlined in their agreement with the Consumer and work to remedy any material deviations from such contract.

Service Professionals who receive Marketplace Payments from Consumers on Abe must agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement. Service Professionals should never agree to receive a Marketplace Payment, or perform services in expectation thereof, before they have confirmed that they can comply with such Stripe agreements and, in particular, Service Professionals should note that they will need a social security number or employer identification number in order to receive Marketplace Payments. As a Service Professional, by agreeing to these terms or continuing to operate as a Service Professional on Abe, you agree to be bound by the Stripe Connected Account Agreement and Stripe Services Agreement, as those agreements may be modified by Stripe from time to time. As a condition of receiving payment processing services through Stripe, you agree to provide Abe with accurate and complete information about you and your business, and you authorize Abe to share this information and transaction information related to your use of the payment processing services provided by Stripe. Service Professionals also agree that Abe may debit their Stripe account in connection with disputes with Consumers. Abe reserves the right to process such debits and to withhold final payments until Abe has investigated disputes. Abe may make a final decision on disputes in their sole discretion and, as a Service Professional, you understand that all Marketplace Payments you may earn on the Platform are subject to such decisions. Additionally, Service Professionals agree that Abe may reverse payments that have been made to a Service Professional’s Stripe Connected Account when a customer refund or guarantee payout is warranted, including in connection with such Service Professional’s actions or inactions that are prohibited by these Terms.

As a Consumer making a Marketplace Payment through Stripe, you agree to pay all amounts you owe when due using your preferred payment method. You further authorize Stripe to charge your preferred payment method for amounts you owe when they are due, whether they are recurring or one-time payments. You must keep all payment information you provide us up-to-date, accurate and complete. When you store a payment method with us, you agree to our Stored Payment Terms and Conditions. Do not share your payment card, bank account or other financial information with any other User. We take steps to secure all payment methods and other personal financial information, but we expressly disclaim any liability to you, and you agree to hold us harmless for any damages you may suffer as a result of the disclosure of your personal financial information to any unintended recipients.

Abe may enable you to make Marketplace Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.

If you choose your bank account as your Marketplace Payment method, you authorize Stripe to make Automated Clearing House (“ACH”) withdrawals from your bank account, and to make any inquiries we consider necessary to validate any dispute involving payments you make to us or to a User, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize Abe or our provider to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institution that holds your bank account to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts and frequency designated in your Account. Your authorization will remain in effect until canceled in writing by you. You agree to notify us of any changes to your account information or termination of your authorization at least five days prior to your next payment.

If your full payment is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order. You agree to pay any ACH fees or fines you or we incur associated with transactions you authorize. This return fee will vary based on which state you are located in. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution. You must report any fraudulent, erroneous or unauthorized transactions to your bank no more than 60 days after the disputed transaction appeared on your bank account statement. Please contact your bank for more information about the policies and procedures that apply unauthorized transactions and the limits on your liability.

Agreement; Assignment; Miscellaneous

The Terms constitute the complete and exclusive statement of the Agreement between you and us on the subject matter addressed herein. It supersedes any and all prior or contemporaneous agreement, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of the Terms. For those Users who have become Experts, nothing in this Agreement supersedes the terms of the Expert Agreement, and in the event of a conflict between this Agreement (or later versions of this Agreement) and the Expert Agreement, the terms of the Expert Agreement shall prevail. If there is a conflict between an oral or written representation of any Abe employee or agent and the Terms (other than modifications to the Terms executed in writing by the CEO or authorized-in-fact representative of Abe), the Terms will prevail. To the extent the Terms are in conflict or inconsistent with one another, this Agreement and the Privacy Policy will prevail over other Terms of the Site; also, this Agreement, the Privacy Policy, and disclaimers will prevail over FAQs, and other rules and policies on the Site. If any provision(s) of the Terms is held by an arbitrator or court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Abe’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Abe’s right to exercise or enforce the Terms as to the same or another instance. Headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms.

You agree that Abe may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason, including, but not limited to, because your interaction with other users of the Site, the pricing offered, and fraud mechanisms in place, are based upon individual usage. Abe shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an officer of Abe. No delay or omission on the part of Abe in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions. The section titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance.

This Section, along with Sections 6, 10 (with respect to amounts remaining in your account as of termination), 11, 13, 16, 17, 18, 20, and 21 above will survive any termination of this Agreement.

Additional Services

You may be presented with an offer for services outside of the Site’s standard call platform (“Additional Services”).

Abe is only a venue which facilitates communication between Experts and potential Users of Additional Services. It does not provide any of the substance or content of any Additional Service initiated through Abe’s platform.

Abe will in no way be liable for any acts or omissions of Experts in performing Additional Services (or any services) for you.

EMERGENCY QUESTIONS AND CRISIS SITUATIONS (particularly regarding medical or mental health issues) should not be directed to the Site and should, instead be directed immediately by telephone or in-person to qualified professionals (e.g., in the U.S., call 911). The Site is not the appropriate venue to deal with such situations.

Posts Are Not Private or Confidential; Anonymity

The Site is an Internet-based forum.  Information and materials submitted in the content of questions, answers, calls, requests for information, responses, profiles, signatures, qualifications, comments, and posts in the Expert Forum and other places where Users communicate on the Site (collectively “Posts”) is not private or confidential, nor is it protected by attorney-client, doctor-patient, or any other privilege, and it may be read, collected, and used by others. For example, search engines may index questions, answers, and other Posts to allow them to appear in search engine results (e.g., if someone does a search on google.com or another search engine, questions, answers, and other Posts on Abe.co that relate to the search may appear in the search results list). 

Expert Representations and Covenants

By agreeing to this Expert Agreement and completing the online registration process, you are representing and agreeing that:

(a) All information you provide in your registration with Abe relates to yourself only and is accurate, complete, and not misleading.

(b) You accurately describe your background, skills, knowledge, and your level of experience (including professional licenses, certifications, education, employment, etc.).

(c) You will not misrepresent yourself, such as, but not limited to, using or creating a misleading username.

(d) (1) You will maintain and update the information described in subsections (a) – (d) above within twenty-four (24) hours of any changes so that it remains true, accurate, and complete. In addition, if any change to such information alters the status of any of your credentials that have been verified for purposes of being an Expert on the Site (e.g., active license becomes inactive or suspended, disciplinary investigation is opened, etc.), you will notify Abe of such change by sending an email to experts@useabe.com within twenty-four (24) hours of the change. In addition, if such change makes you ineligible to be an Expert on the Site, then you must immediately cease answering questions on the Site.

(2) Abe reserves the right, and Expert agrees to comply, to periodically audit the credentials of any Expert on the platform.

(e) You will not answer questions in any of the other categories or subcategories if you do not meet the requirements of those categories or subcategories. As an example, you will not answer questions in any of the Legal, Medical or Veterinary categories or subcategories unless you are a licensed attorney, MD/DO or veterinarian (or the local equivalent), respectively, with an active license in good standing. If you are unclear about the requirements for Experts in particular categories or subcategories, please email hello@useabe.com. 

(f) You will provide competent answers that are within your realm of expertise and any applicable credentials only, and will use at least a reasonable standard of care in providing answers. A reasonable standard of care is the higher of: (i) the standard you apply in your profession not conducted on the Site; or (ii) the standard of care required by the applicable profession.

(i) You will not do anything to manipulate, undermine, or disrupt the integrity of any Customer, Expert, or other feedback ratings, reports, or systems on the Site, including, but not limited to, by filing false reports about other Experts. You will not harass or threaten any other User of the Site.

(j) You will not disclose (which a Customer will be prompted to rate) any information that is classified more aptly as an “Information Request.”

(k) You will abide by all the laws, rules, regulations, and ethical standards pertaining to your profession and/or the profession applicable to categories in which you are an Expert (including, if applicable, any ethical obligations relating to conflicts of interest).

(l) You agree that any content you provide on the Site and your use of the Site or any additional services (whether such additional services are Informational or Beyond-Information Only, as defined below) initiated through the Site shall not: (a) be fraudulent, inaccurate or misleading; (b) infringe any third party’s proprietary rights or rights of publicity or privacy (c) be illegal or violate any federal, state, or local law, statute, ordinance, regulation, or ethical code; (d) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (e) be obscene or contain child pornography; (f) contain any viruses, Trojan horses, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or (h) link directly or indirectly to, or include descriptions of, goods or services that are prohibited under the Terms or that you do not have a right to link to or include. If you post material that is adult in nature, such material shall be posted with “Mature Audiences Only” in the listing title and appropriate notices to prevent unauthorized underage viewing and shall be distributed only to people legally permitted to receive such content. You may not consummate any transaction that was initiated using our Service that, by paying to us a fee, could cause us to violate any applicable law, statute, ordinance, or regulation. Furthermore, you may not resell or make any commercial use of our system or the content on the Site without Abe prior written consent. We do not knowingly collect personal information from children under thirteen (13) years of age, and if we become aware that a child under the age of thirteen (13) has submitted personal information to us, we will promptly remove it from our systems. 

Duration and Termination of Agreement

(a) This Agreement shall be for an initial duration of thirty days after Abe approves the Expert’s request to use the Site as an Expert, and will automatically renew for thirty-day intervals on the thirtieth day of the initial duration and of each successive term thereafter (each a "Duration"), unless and until one party gives the other at least ten days' written notice before the end of the then-current Duration of its intention not to renew this Agreement. You may terminate your service and account by written notice via e-mail to hello@useabe.com. Terminations typically will be effective within seven (7) business days after our receipt of your termination notice, at which time your account will be closed, and you will no longer be able to access your former account. Any payments accrued as of the effective date of termination will be payable according to the Terms.

(b) Abe can terminate this Agreement in the event of a breach of this Agreement by the Expert, provided that Abe gives the Expert notice of the breach of the Agreement (with notice of temporarily suspended access to the Site), with a reasonable opportunity to cure the breach within twenty days, in situations involving, for example, failure to qualify to provide services as an Expert in the approved subject matter, or Abe’s good faith belief that the Expert poses a risk to the safety or health of others; or the Expert’s engagement in fraud, gaming, or other improper use of the Site or the Services with or through a Customer that has a Membership, which allow Customers who are “Members” to receive the benefits of the Site for multiple questions on the Site for a monthly or other-period recurring fee.

(c) Either party may terminate the Expert Agreement immediately and without notice upon a material breach.

Fees

Customers on Abe may be presented with one or two payment models: (1) pay-per-call (“PPC”) model; and (2) membership model. Question values are based on the Customer payment amount and other factors including but not limited to, Customer-related needs and estimated costs to Abe, which factors are determined and may be changed from time-to-time by Abe in its sole discretion, as well as the factors explained below. Expert may receive fees as follows: (a) when a Customer rates an answer 2 (out of 5) or higher, the question value is placed into the Expert account. Payments to Experts from Customers do not accrue interest; or (b) in select categories of questions, tiered pricing shall determine what an Expert receives in fees for each question. An Expert qualifies for a pricing tier based on the following: (a) Each answer an expert provides to a customer will be rated based on either a Customer rating or a rating from an independent third party (the “Answer rating”). Each expert receives an aggregate rating (the “Expert Rating”) based on the percentage of questions the Expert answered and the average Answer Rating and access to different pricing tiers is based on such Expert Rating.

You acknowledge that Abe has no control over, and makes no representation or warranty of any kind, as to the ability or willingness of other Users to pay for the answers provided by Experts. In addition, you acknowledge that you are never required by Abe to answer any questions on the Site.

Once you have more than Twenty U.S. Dollars (US$10) of payments from Customers in your account (you cannot place funds into your account to reach $10; it must be accumulated through Customer payments), you may request payment via the link in your app. Abe transfers properly requested Customer payments to Experts via PayPal or Stripe, within 7 days (or, in its discretion, Abe may choose to forward Customer payments even without an Expert’s request for payment). You agree that Abe has the right to produce discounts, coupons, and/or credits that Users can apply towards reducing the price of a service, affecting the fee that Abe collects from the Expert. You agree that Abe has the right to resolve Customer complaints as it deems necessary or advisable, including, in Abe’s sole discretion, issuing refunds to Customers to settle disputes. If Abe decides to issue a refund to a Customer, Abe may seek reimbursement from the Expert for such refund, or Abe may offset any refunds against any future Customer payments to be forwarded to the Expert. Abe also reserves the right to resolve accounting discrepancies with Customers in its sole discretion.

If Abe believes, in its sole discretion, that any Customer funds were paid to an Expert under suspicious circumstances or that funds were derived from a suspicious Customer account, Abe will investigate the situation until it has reached an adequate resolution, as determined by Abe in its sole discretion. The investigation or resolution may require the involvement of certain third parties, such as an applicable credit card company. Such an investigation may require Abe to put a hold on an Expert’s account. Abe will make commercially reasonable efforts not to exceed a 90 day hold on an Expert’s account during such an investigation.

Abe disclaims any warranty that its billing and payment system is without error. If an Expert believes there is a problem with Abe’s billing or payment system, the Expert should notify Abe by email to experts@useabe.com within thirty (30) days of such problem. Upon receipt of the notification of such a problem, Abe will, in good faith, work to remedy any alleged payment errors. 

Question Value

You are prohibited from negotiating payment with a User, regarding answers you post to the Site, unless expressly allowed by Abe.

Expert Accounts and Relationship to Abe

You may not share your account with, nor use the account of, anyone else. You will be solely and fully liable and responsible for all activities and answers provided under your username and account. In addition, if any Abe account of yours has been suspended or terminated, you may not open another account on the Site.

No relationship (such as partnership, agent, joint venturer, or employee) between you and Abe is created by this Agreement or your participation on the Site. You acknowledge that you are not an employee or agent of Abe but are, like Customers, only Users of the Site. You shall act in accordance with this status and shall not hold yourself out as an officer, employee or agent of Abe, nor make any claim based on any right or privilege applicable to Abe’s employees. Under no circumstances shall you look to Abe as your employer, or as a partner, agent, or principal. Nothing regarding your participation on the Site will be considered as an endorsement, referral or recommendation by Abe of you or the answers you provide and you will not, either on the Site or in any other forum or by any other means, suggest such an endorsement.

It is the express intention of Abe and the Expert that the Expert be an independent contractor. Nothing in this Agreement shall in any way be construed to constitute the Expert as an agent, employee, or representative of Abe. Without limiting the generality of the foregoing, the Expert is not authorized to bind Abe to any liability or obligation or to represent that the Expert has any such authority. Expert agrees to furnish all tools and materials necessary to answer questions on the Site and shall incur all expenses associated with such performance. Expert further agrees that any use of site tools, Abe’s mobile application or any other tools (“Tools”) offered by Abe is optional and such Tools are purely offered for Expert’s convenience and usage of such Tools are not mandatory. Expert acknowledges and agrees that Expert is obligated to report as income all compensation received by Abe pursuant to this Agreement. Expert agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income. Expert will receive no Abe-sponsored benefits such as, but not limited to, paid vacation, sick leave, medical insurance, and 401k participation. If Expert is reclassified by a state or federal agency, court, or arbitrator as Abe’s employee, Expert will become a reclassified employee and will receive no benefits from Abe, except those mandated by state or federal law, even if by the terms of Abe’s benefit plans or programs of the Company in effect at the time of such reclassification, Expert would otherwise be eligible for such benefits.

Limited Exclusivity and Other Agreements

By agreeing to this Expert Agreement and completing the online registration process, you are agreeing that:

(a) You will not post – or authorize anyone else to post – any portion of your calls or answers on Abe or any other fee-based question-and-answer website, unless that question-and-answer component is via the Abe referral program or it is a website on which you are the only person answering questions. This does not prohibit you from providing the same substantive answer to a question, but only from providing it using the same words as used on the Site.

(b) The provisions of this Agreement are not intended to prevent you from practicing your profession, but only from engaging in the limited activity described therein.

(c) You will not make any statement that disparages Abe, its services, products, directors, officers, employees, shareholders or agents, except as required by law or in communications exclusively to Abe.

(d) You will not provide information on any other websites about Abe, unless you expressly state that your statements are not made on behalf of and have not been approved by Abe.

(e) You will not use any automated programs to automatically lock questions that are posted on the Abe website or responded to messages sent to you.

Confidentiality

You acknowledge that Abe and its licensors and suppliers own the rights to the Abe website and the content displayed on the Site. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Abe website, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including, but not limited to, text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Abe, Abe Users, or Abe Advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds) including code and software for commercial purposes. For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

Any access to or use of Abe to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Abe (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) without the prior written authorization of Abe is prohibited. This prohibition specifically applies, but is not limited to, software, programs, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future.

If you access Abe or copy, display, distribute, perform or create derivative works from content displayed on the Site or other intellectual property in violation of the Terms of Service or for purposes inconsistent with the Terms of Service, your access, copying, display, distribution, performance or derivative work is unauthorized. Circumvention of any technological restriction or security measure on Abe or any provision of the Terms of Service that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of Abe webpages on your computer or computer server constitute “copies” under the Copyright Act, 17 U.S.C. § 101.

You agree that Posts on the Site, materials, ideas, comments and testimonials you submit on the Site or other venues, including, but not limited to, the Abe blogs; the Abe venues on www.facebook.com, www.instagram.com, www.twitter.com, www.linkedin.com, www.youtube.com, www.pinterest.com, plus.google.com, www.flickr.com; the Site administrator; or any employee, officer or agent of Abe (“User Content”), will not be considered confidential and may be used by Abe, in its sole discretion, without any obligation to compensate for use of or to return any submitted materials. You also agree that Abe owns, and has the right to register in its name, trademarks and service marks for any category names that you create on Abe, so do not use a category name that you want to reserve for your own benefit. Abe may use other trademarks or service marks in lieu of the category names that you create.

You grant to Abe a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Posts, recorded calls, and User Content, in any media now known or not currently known, with respect to any such Posts and other User Content.

You acknowledge that Abe and its licensors and suppliers own the rights to the Abe website and the content displayed on the Site other than Posts. You shall not modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Abe website, any software distributed by or assist any other person or entity in doing so. You acknowledge that all content, including, but not limited to, text, software, music, sound, photographs, video, graphics or other material contained in listings, sponsor advertisements or email-distributed, commercially produced information presented to you by the Service, by Abe, Users, or Abe advertisers or other content providers, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. You may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way content available through the Service, whether done directly or through intermediaries (including, but not limited to, by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds),  including, but not limited to, code and software for commercial purposes. For permission to use third-party materials appearing on the Site, please contact the copyright owner. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.

Any access to or use of Abe to design, develop, test, update, operate, modify, maintain, support, market, advertise, distribute or otherwise make available any program, application or service (including, without limitation, any device, technology, product, computer program, mobile device application, website, or mechanical or personal service) that enables or provides access to, use of, operation of or interoperation with Abe (including, without limitation, to access content, post content, cross-post content, re-post content, respond or reply to content, verify content, transmit content, create accounts, verify accounts, use accounts, circumvent and/or automate technological security measures or restrictions, or flag content) without the prior written authorization of Abe is prohibited. This prohibition specifically applies to, but is not limited to, software, programs, applications, and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology, or product that exists now or in the future.

If you access Abe or copy, display, distribute, perform, or create derivative works from content displayed on the Site or other intellectual property in violation of this Agreement, your access, copying, display, distribution, performance, or derivative work is unauthorized. Circumvention of any technological restriction or security measure on Abe or any provision of this Agreement that restricts content, conduct, accounts or access is expressly prohibited. For purposes of this paragraph, you agree that cached copies of Abe webpages on your computer or computer server constitute “copies” under the Copyright Act, 17 U.S.C. § 101.

You agree that Posts on the Site, materials, ideas, comments, and testimonials that you submit on the Site or other venues, including, but not limited to, the Abe blogs and the Abe venues on www.facebook.com, www.instagram.com, www.twitter.com, www.linkedin.com, www.youtube.com, www.pinterest.com, plus.google.com, www.flickr.com, or to the Site administrator or any employee, officer or agent of Abe (“User Content”), will not be considered confidential and may be used by Abe, in its sole discretion, without any obligation to compensate you for the use of or to return any submitted materials. You also agree that Abe owns, and has the right to register in its name, trademarks and service marks for any category names that you create on Abe, so do not use a category name that you want to reserve for your own benefit. Abe may use other trademarks or service marks in lieu of the category names that you create.

You grant to Abe a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights, including the right to use, reproduce, display, edit, copy, modify, transmit, publicly perform, extract and create derivative works thereof, that you have in your Posts, recorded calls, and User Content, in any media now known or not currently known, with respect to any such Posts and other User Content.

Notwithstanding the above, please note that Experts are granted access to the Site beyond the access granted to other Users and, as such, have access to information not known by non-Expert Users of the Site (“Confidential Information”). Experts shall maintain all Confidential Information in confidence; shall use such Confidential Information in confidence; shall use such Confidential Information only in connection with their legitimate activities on the Site; shall not use Confidential Information for the purpose of developing, operating, or participating in any competing service; and shall not disclose Confidential Information to non-Experts unless required by law.

No Endorsement of Non-Abe Entity; No Relationship with Users

Abe may endeavor to offer to its Users products and services offered by non-Abe entities. The Site may contain links to third party websites and service providers (collectively, “Third Party Services”) that are not owned or controlled by Abe. Abe has no control over and assumes no responsibility for the content, practices, and privacy policies of such Third Party Services. Abe encourages you to, and you acknowledge that you are solely responsible for, reviewing and complying with any third party terms and conditions and privacy policies. Abe cannot and will not censor or edit the content of any Third Party Service. Placement of information, logos, links, or names of such non-Abe entities on the Site does not constitute an endorsement or warranty of these entities, their products or services. By using this Site, you agree that Abe is not responsible for, and you take full responsibility for, a decision to visit or patronize any such Third Party Service or entity, you hold Abe harmless from any and all liability arising from such actions, and you expressly relieve Abe from all liability arising from your use of Third Party Services. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF ANY OPINION, ANSWER OR OTHER CONTENT AVAILABLE THROUGH THE SITE FROM THIRD PARTIES OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ANSWER, PRODUCT, SERVICE, OR OTHER CONTENT. 

Information Control and Storage

We do not control the information provided by Users, which you may find to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using the Site. There are also risks of dealing with underage persons or people acting under false pretenses. Additionally, there may be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and that Abe is not responsible for the acts or omissions of Users on the Site.

The amount of storage space per User is currently limited. You agree that Abe is not responsible or liable for the deletion or failure to store content and/or other information. 

Right to Discontinue

At any time, with or without notice, for any or no reason, and in its sole discretion, Abe reserves the right to modify or discontinue any portion or all of the Site or the Services. Expert has no rights in and to the Site and Services.

You are never required to answer any questions posted on the website or asked on a call. 

Press Releases and Third-Party Press about Abe

The Site may contain press releases and other information about Abe. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by Abe. Likewise, third-party press about Abe or the Site should not be relied upon as being provided or endorsed by Abe.

Indemnification

You agree to indemnify and hold Abe, any and all parent, subsidiary and affiliate organizations, officers, directors, agents, shareholders, consultants, employees, successors, and assigns harmless from and against all losses, costs, liabilities and expenses, including reasonable attorneys’ fees, asserted by any third party that are in any way due to, or arising out of, your use of or conduct on the Site, including, without limitation, that results from any answer provided or relied upon on the Site.

Dispute Resolution

If you are an Expert with a dispute, claim or controversy of any sort and of any nature (collectively, “dispute”) against Abe in your capacity as an Expert, then the arbitration agreement in the Expert Agreement applies instead of this one. If your dispute with Abe is made in your capacity as User who is not an Expert, then the following dispute resolution provisions apply.

This Section D.21 may be referred to as the parties’ “Dispute Resolution Agreement.” If you have a dispute with Abe or if Abe has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:

(a) Informal Resolution. Prior to initiating mediation or arbitration, the party with a grievance must:

(i) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to the User’s email address on file with Abe, legal@useabe.com, whichever is applicable (“Dispute Notification”);

(ii) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond.

(iii) The other party then has 15 days to reply to the response.

(b)Mediation.. If the dispute is not resolved informally, either party may make a demand for mediation, with the other party’s consent, by filing a: (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association (“AAA”); or (ii) Request for Mediation with the AAA. To file a request for mediation for a claim under $10,000, you must go to the following website: http://services.adr.org/eroom/faces/welcome_and_steps.jspx. If that link does not work, please contact info@useabe.com at Abe for updated information. If you are requesting mediation for a claim that is worth $10,000 or more, you must go to the following website to file such a claim: https://www.adr.org/aaa/faces/services/disputeresolutionservices/. If that link does not work, please contact info@useabe.com at Abe for updated information. If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties.

Abe values our Service Professionals and Consumers, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help Users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree, at Abe's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by Abe or a neutral third-party mediator or arbitrator selected by Abe. Notwithstanding the foregoing, you acknowledge and agree that Abe is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.

This Section 21 may be referred to as the parties’ “Dispute Resolution Agreement.” If you have a dispute with Abe or if Abe has a dispute with you and such dispute cannot be resolved informally, such dispute will be resolved on an individual basis in accordance with the provisions set forth below:

(a) Informal Resolution.  Prior to initiating mediation or arbitration, the party with a grievance must:

(1) Notify the other party, in writing, of the facts of the dispute and all damages claimed. Such a writing must be sent to (a) the Expert’s email address on file with Abe).

(2) The party receiving the Dispute Notification has thirty (30) days from receipt of the Dispute Notification to respond.

(3) The other party then has 15 days to reply to the response.

(b) Mediation.  If the dispute is not resolved informally, either party may make a demand for mediation, with the other party’s consent, by filing either a (i) Request for AAA Online Mediation for Claims under $10,000 with the American Arbitration Association (“AAA”); or (ii) Request for Mediation with the AAA. To file a request for mediation for a claim under $10,000, you must go to the following website: http://services.adr.org/eroom/faces/welcome_and_steps.jspx   http://www.aaamediation.com/. If that link does not work, please contact legal@useabe.com at Abe for updated information. If you are requesting mediation for a claim that is worth $10,000 or more, you must go to the following website to file such a claim: https://www.adr.org/aaa/faces/services/disputeresolutionservices. If that link does not work, please contact legal@useabe.com at Abe for updated information. If either party requests mediation and both parties consent to mediation, the costs of mediation will be borne equally by the parties.

(c) Arbitration.

(i) Mutual agreement to arbitrate. If mediation does not occur or if mediation does not resolve the dispute, then both parties agree that all disputes between them, including without limitation, those disputes arising out of or related to this Agreement, the Services provided under this Agreement, the termination of this Agreement, the use of the Site, and the “Terms” as defined in the Agreement, shall be determined exclusively by final and binding arbitration before a single, neutral arbitrator as described herein.

(ii) Covered claims. Claims subject to arbitration under this Dispute Resolution Agreement include, but are not limited to, the following types of claims between and among Expert on the one hand, and Abe, its subsidiaries, affiliates, shareholders, officers, directors, employees, benefit plans, or agents, any alleged joint employers, and any of Abe’s Users (including Customers and Experts), on the other hand: breach of contract; discrimination, harassment, or retaliation; wrongful discharge; negligence or other tort claims including defamation, libel, slander, fraud, invasion of privacy, and infliction of emotional distress; claims for wages, overtime, benefits, or other compensation; and all other statutory, regulatory, contractual, or tort claims or claims of violation of any international, federal/national, state/provincial, or local statute, ordinance, governmental enactment, common law duty, provision, or doctrine. Except as provided below, the parties voluntarily waive all rights to trial in court before a judge or jury on claims between them. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. The only disputes and actions excluded from this Dispute Resolution Agreement are: (a) actions to enforce this Dispute Resolution Agreement, compel arbitration, or claims by either party seeking temporary injunctive relief prior to the appointment of the arbitrator; and (b) claims for which this Dispute Resolution Agreement would be invalid as a matter of law. Individual knowingly and voluntarily waives the right to file or seek relief in a court seeking recovery of money damages.

(iii) Arbitration rules and selection of arbitrator. Unless the parties agree otherwise in writing, the AAA shall administer the resolution of covered disputes pursuant to the Commercial Arbitration Rules and the supplementary procedures for Consumer Related Disputes (collectively, "AAA rules"). Copies of these rules can be obtained at the AAA’s website (www.adr.org) or by calling the AAA at 1-800-778-7879. Federal Rule of Civil Procedure 68 (“Offer of Judgment”) shall apply, as well. In the event of any inconsistency between this Dispute Resolution Agreement and the applicable rules of the AAA, this Dispute Resolution Agreement shall govern. The parties shall have 30 days from receipt of a notice of arbitration to select a mutually agreeable arbitrator. If the parties are unable to jointly select the arbitrator, the arbitrator shall be selected as provided in the AAA’s rules.

(iv) Commencement of arbitration and location of hearing. A party wishing to initiate arbitration must notify the other party in writing by hand delivery or certified mail. The notice must identify the party requesting the arbitration, and it must describe the facts upon which the claim is based, the date and location of any occurrences giving rise to the claim, and the remedy requested. The arbitration hearing shall be held in Minneapolis, Minnesota.

(v) The payment of filing and arbitration fees will be governed by the relevant AAA rules subject to the following modifications:

1. If the Expert initiates arbitration under this Dispute Resolution Agreement and is otherwise required to pay a filing fee under the relevant AAA rules, Abe agrees that, unless the claim is for $5,000 or more, the Expert’s share of the filing fee is limited to $50, and after the Expert submits proof of payment of the filing fee to Abe, Abe will promptly reimburse the Expert for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of the Expert’s claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA rules.

2. If Abe initiates arbitration under this Dispute Resolution Agreement, Abe will pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court or agency), including the regular and customary administrative fees and expenses charged by AAA. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator.

3. Except as provided for in Federal Rule of Civil Procedure 68, each party shall pay its own attorneys’ fees and 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 or agency such as costs to subpoena witnesses and/or documents; take depositions and purchase deposition transcripts; copy documents; etc.).

(vi) Authority of the arbitrator. The arbitrator shall have the same authority to order remedies to individual claimants as would a court of competent jurisdiction. The arbitrator shall also have the same authority to decide dispositive motions as would a court, though he or she may establish appropriate and less formal procedures for such motions consistent with the expedited nature of arbitration proceedings. The arbitrator shall have the authority to issue subpoenas to compel the attendance of witnesses at the arbitration hearing and to compel the production of documents during discovery. Except as provided below, the arbitrator shall have the authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Dispute Resolution Agreement, including without limitation any claim that the Dispute Resolution Agreement is void or voidable. The arbitrator shall not have the authority to hear disputes not recognized by existing law and shall dismiss such claims upon motion by either party in accordance with the standards and burdens generally applicable in federal district court.

(vii) Waiver of class, collective, and/or representative actions. Expert understands and agrees that all claims covered by this Dispute Resolution Agreement that Expert may have against Abe must be brought in Expert’s individual capacity and not as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Similarly, any claims covered by this Dispute Resolution Agreement that Abe may have against Expert may not be brought as a plaintiff or class member in any purported class action, collective action or representative action proceeding. Expert understands that there is no right or authority for any dispute covered by this Dispute Resolution Agreement to be heard or arbitrated on a collective action basis, class action basis, as a private attorney general, or on bases involving claims or disputes brought in a representative capacity on behalf of the general public, on behalf of other Abe company employees (or any of them) or on behalf of other persons alleged to be similarly situated. Expert understands that there are no bench or jury trials and no class actions or representative actions permitted under this Dispute Resolution Agreement. The arbitrator shall not consolidate claims of different Experts into one proceeding, nor shall the arbitrator have the power to hear arbitration as a class action, collective action, or representative action. Any disputes regarding the enforceability or scope of this provision including, but not limited to, whether class, collective, or representative actions are authorized in arbitration by this Dispute Resolution Agreement, shall be decided by a court of competent jurisdiction rather than by an arbitrator.

(viii) Form of the award. The arbitrator shall render a written award setting forth his or her findings of fact and conclusions of law.

(ix) WAIVER OF JURY TRIAL. EXCEPT AS PROVIDED EXPRESSLY HEREIN, THE PARTIES VOLUNTARILY WAIVE ALL RIGHTS TO A TRIAL IN COURT BEFORE A JUDGE OR JURY ON ALL CLAIMS BETWEEN THEM COVERED BY THIS AGREEMENT.

(x) Governing law applicable to this Dispute Resolution Agreement. The parties acknowledge that Section 21 contains the parties' "Dispute Resolution Agreement"; that this Dispute Resolution Agreement is made in the course of interstate commerce; that any arbitration under this Dispute Resolution Agreement is governed by the Federal Arbitration Act, 9 U.S.C. §1 et. seq. (the “FAA”); and the parties are subject to the FAA for purposes of the Dispute Resolution Agreement. This choice of law provision applies only to this Dispute Resolution Agreement, and not to the rest of this Agreement or Terms.

(xi) Attorney’s fees; survival; and right to consult. The arbitrator shall award attorney’s fees and costs to the prevailing party in any arbitration arising out of or relating to this Agreement, the Terms, and where otherwise provided by applicable law. This Dispute Resolution Agreement section shall survive termination of this Agreement. Expert acknowledges and agrees that he/she is entering into this Dispute Resolution Agreement voluntarily and without any duress or undue influence by Abe or anyone else. Expert further acknowledges and agrees that he/she has carefully read this Dispute Resolution Agreement and that Expert has asked any questions needed for Expert to understand the terms, consequences and binding effect of this Dispute Resolution Agreement and fully understand it, including that Expert is waiving his/her right to a jury trial. Finally, Expert agrees that he/she has been provided an opportunity to seek the advice of an attorney of Expert’s choice before agreeing to this Dispute Resolution Agreement.

22. Choice of Law

The Terms shall be governed by, and construed in accordance with the laws of the State of Idaho, without regard to its conflicts of law provisions, except as set forth in Section 21 of this Agreement (the “Dispute Resolution Agreement”).

23. Miscellaneous

Failure to enforce any provision of this Agreement by Abe shall not constitute a waiver of any provision by Abe. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of the Agreement. All provisions not affected by the invalidity shall remain in full force and effect.

The Terms constitute the complete and exclusive statement of the Agreement between you and us. It supersedes any and all prior or contemporaneous agreement, oral or written, and any other communications, representations, warranties and understanding relating to the subject matter of the Terms. If there is a conflict between an oral or written representation of any Abe employee or agent and the Terms (other than modifications to the Terms executed in writing by the CEO or authorized-in-fact representative of Abe), the Terms will prevail. To the extent the Terms are in conflict or inconsistent with one another, this Agreement and the Privacy Policy will prevail for Experts over other terms, rules, policies, and FAQs on the Site. If any provision(s) of the Terms is held by a court or arbitrator of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other provisions shall remain in full force and effect. Abe’s failure to exercise or enforce any of the Terms shall not constitute a waiver of Abe’s right to exercise or enforce the Terms as to the same or another instance.

Headings in this and Related Agreements are for purposes of reference only and shall not limit or otherwise affect the meaning of the Terms.

You agree that Abe may assign the Terms to any other entity of its choosing, with or without notice to you. You may not assign the Terms to any other party for any reason. Abe shall not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by an authorized officer of Abe. No delay or omission on the part of Abe in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies on future occasions.

Certain sections of this Agreement, by their terms, survive the termination of this Agreement.

Marketplace Payment Disputes: All requests for Marketplace Payment chargebacks, errors, claims, refunds and disputes (“Payment Disputes”) will be subject to review by Abe in accordance with the rules applicable to the payment method you used to make the Marketplace Payment and will be in Abe’s absolute discretion. Abe is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process a valid written Payment Dispute request within 30 days after we receive it, unless a shorter period is required by law. You may file a Payment Dispute by emailing it to Abe support at support@useabe.com. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been canceled.

If your actions result in, or are likely to result in, a Payment Dispute, a violation of these Terms of Use or the creation of other risks to Abe or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; (c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.

If you fail to make Marketplace Payments you owe when due, or if Abe is unable to charge one of your payment methods for any reason, Abe reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees and related costs, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by Abe or by anyone on our behalf, including but not limited to a third-party collections agent.

Abe may, from time to time, place a hold on any of your payment methods in order to prevent failed payments or in order to reverse your booking.

The Services may contain links to third-party websites. These links are provided solely as a convenience to you and not as an endorsement by us of the companies or the content of any linked third-party websites. We do not control nor are we responsible for the content of linked third-party websites, and we make no representations regarding the content or accuracy of materials on the linked third-party websites. If you access any linked third-party websites, then you do so at your own risk.

Abe PROMOTIONS

You may receive certain offers from Abe (“Promotions”), including but not limited to discounted or free use of the Platform for a limited period, discounts on or credits towards payments made for Pro Services, and discounts or credits in relation to referrals. Any Promotions are offered at Abe’s discretion, and may be revoked at any time and for any reason. Note that any attempt (as determined by Abe in its sole discretion) to game, fraud, or in any way circumvent terms of a promotion is grounds for revocation, including but not limited to providing false information or utilizing multiple User accounts.

You are only eligible for any benefits described in the Promotion if (a) you received a communication directly from Abe offering you that Promotion, (b) you satisfy all the requirements identified in that communication; and (c) you maintain an account in good standing with Abe. We may condition receipt of a benefit described in a Promotion in any manner we see appropriate, including limiting eligibility to a subset of Users, to specific categories, or to certain dates. To be eligible for a benefit described in a Promotion, you may need to take a specific action (including but not limited to signing up for a service) or make a payment for specific services. Except where otherwise noted, Promotions are for one-time use only and cannot be stacked (i.e. a User may only use one Promotion per project).

Any benefits from participating in the Promotion, requirements of accepting the offer, and any other conditions to receive any benefit described in the Promotion will be disclosed to you. After a Promotion ends, regardless of whether you have already satisfied the requirements, you will be ineligible to receive those benefits. Notwithstanding anything to the contrary, Abe may revoke a benefit if we believe that you have not satisfied the Promotion requirements, including maintaining an Account in good standing.

SPONSORED INFORMATION

Abe may publicly display advertisements, paid content, and other sponsored information. The manner, mode, and extent of such advertising are subject to change without specific notice to you. Service Professionals may compensate Abe to highlight themselves in search results and therefore rank higher. Any such Service Professionals will be clearly designated in applicable search results. Abe may impose certain quality-related standards for Service Professionals to qualify as for a search rankings boost, which standards may be enforced and/or changed at any time.

INTELLECTUAL PROPERTY RIGHTS

Abe Content is protected by copyright, trademark, patent, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, Abe and our licensors exclusively own all right, title, and interest in and to the Platform and Abe Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names and any other proprietary designations of Abe used herein are trademarks or registered trademarks of Abe. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

FEEDBACK

By sending us any feedback, comments, questions, or suggestions concerning Abe or our services, including our Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third-party or -parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against Abe and our Users any claims and assertions of any moral rights contained in such Feedback. This Feedback section will survive any termination of your Account or the Platform.

COPYRIGHT POLICY

We expect Users to respect copyright law. In appropriate circumstances, we will terminate the Account of any User who repeatedly infringes or is believed to be repeatedly infringing the rights of copyright holders. Please see our Copyright & DMCA Policy for more information.

NO ENDORSEMENT OR WARRANTY

Abe does not endorse, warrant or make any representation (except those expressly and unambiguously made by Abe directly on the Platform) concerning any User, or any Pro Services, and Abe is not a party to any agreements between or among users, Users, or third-parties. Abe does not perform Pro Services and disclaims all liability with respect thereto except to the extent expressly set forth in the Abe Guarantee. No agency, partnership, joint venture, or employment is created as a result of the Terms or any user's or User's use of any part of the Platform, including but not limited to any scheduling or other services. Neither Abe nor any Users or users of the Platform may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Users are required by these Terms to provide accurate information, and although Abe may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users, we do not make any representations about, confirm, or endorse any User or their purported identity or background, regardless of the specific Abe services they are using or any involvement by Abe personnel in providing or scheduling those services.

Abe may provide tips, lists, suggestions or similar content (collectively, “Home Care Tips”) concerning popular home maintenance or improvement projects. Following Home Care Tips may help mitigate common home maintenance and safety issues, but Home Care Tips are not comprehensive, nor are they tailored to any User’s specific home. Any advice given in connection with Home Care Tips is provided based on generalized, public knowledge concerning home maintenance and safety and is not provided by experts. Home Care Tips should be considered only in conjunction with the advice of licensed experts and should never be construed as comprehensive. Abe disclaims any warranties or representations with respect to Home Care Tips.

Any reference on the Platform or in any marketing to a User being licensed or credentialed in some manner, or "badged," “vetted”, “top rated”, "best of," "top," "background checked" (or similar language) designations indicates only that the User has completed a relevant account process or met certain review standards, and does not represent anything else. Abe does not background every Service Professional that may provide Pro Services. Any such description is not an endorsement, certification or guarantee by Abe and is not verification of a Service Professional’s identity and whether they or their Pro Services are licensed, insured, trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise due diligence and care when deciding whether to have any interaction with any other User. Abe offers a non-exhaustive list of safety tips to consider when hiring a Service Professional. Except as specifically described in the Abe Guarantee and including its exclusions and limitations, Abe has no responsibility for any damage or harm resulting from your interactions with other Users.

The Collective Content may contain links to third-party websites, media, offers, or other events/activities not owned or controlled by Abe. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.

By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third-parties will be limited to a claim against those particular Users or other third-parties. You agree not to attempt to impose liability on or seek any legal remedy from Abe with respect to such actions or omissions.

SANCTIONS FOR VIOLATIONS OF THESE TERMS

Without limiting any other rights, Abe may, in our sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and Abe, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds (including by way of setoff of amounts processed or held by Abe in connection with your use of the Platform), assessing monetary penalties or costs, terminating your Account, notifying other Users of the termination of your Account and/or the violation of these Terms, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, and/or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

We may, in our discretion, with or without cause, with or without prior notice and at any time, limit, block, suspend, deactivate or cancel your Abe Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from Abe support teams; (b) if appropriate in our sole discretion, we may communicate to other Users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or Pro Services canceled or delayed as a result of Account termination. You may cancel your use of the Platform and/or terminate your Account at any time by following the "Settings" link in your profile, clicking "Account," and clicking "Deactivate Account." Please note that if your Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews. Please see our Privacy Policy, incorporated herein by reference, for information regarding data deletion requests following Account termination.

ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and Abe agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between you and Abe, including but not limited to claims arising out of or relating to any aspect of the relationship between you and Abe, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with Abe as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach Abe's support department at support@useabe.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the Abe support department, and good faith negotiations will be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, and/or your use of the Platform will be finally settled by binding arbitration, as described below.

Where the relief sought by you is $10,000.99 or less and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable arbitration rules & procedures effective at the time a claim is made. Currently, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

Where the relief sought is $10,001.00 or more, resolution will be in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000.00 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000.00 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To initiate an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco, California 94111; and (c) send one copy of the Demand for Arbitration to Abe, ATTN: Legal. You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, Abe will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator will be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award will be written and will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, arbitration will be initiated in the state of Minnesota, United States. You and Abe further agree to submit to the personal jurisdiction of any federal or state court in Hennepin County, Minnesota in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver The parties further agree that the arbitration will be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Abe AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above will be deemed null and void in their entirety and the parties will be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect your or our intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, trade dress, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt Out: You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on Abe) written notice of your decision to opt out to hello@useabe.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the Platform; otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Abe also will not be bound by them.

Changes to This Section: Abe will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the Abe Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the Abe Terms of Use website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the 30th day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator will apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.

Survival: This Arbitration and Class Action Waiver section will survive any termination of your Account or the Platform.

Third-Party Beneficiary: You and Abe acknowledge that any third-party consumer reporting agency that Abe uses to perform background checks on Service Professionals is an express and intended third-party beneficiary of this arbitration provision and as such, the terms of this Arbitration provision will inure to the benefit of the consumer reporting agencies and may be enforced by them. Accordingly, you agree that any dispute that arises between you and a consumer reporting agency that relates to or arises out of this Agreement or any aspect of your relationship with Abe will be resolved by binding arbitration. If any court or arbitrator determines that this third-party beneficiary subsection is void or unenforceable for any reason, then this subsection will be severed from the section entitled “Arbitration and Class Action Waiver,” and the remainder of the section will remain enforceable, meaning that the class action waiver and the mutual obligation to resolve disputes between you and Abe through binding arbitration remains enforceable.

GOVERNING LAW

The Terms and the relationship between you and Abe will be governed in all respects by the laws of the state of Minnesota, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against Abe that is not subject to arbitration must be resolved by a court located in Hennepin County, Minnesota, or a United States District Court, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Hennepin County, Minnesota or the United States District Court, Northern District of Minnesota located in Minneapolis, Minnesota, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.

DISCLAIMERS

YOUR USE OF THE PLATFORM, PRO SERVICES, OR COLLECTIVE CONTENT IS SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ABE DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY USER, INCLUDING BUT NOT LIMITED TO SERVICE PROFESSIONALS AND CONSUMERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, Abe AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE PRO SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. Abe MAKES NO WARRANTY THAT THE PLATFORM OR PRO SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. Abe ASSUMES NO RESPONSIBILITY, AND WILL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. Abe WILL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD-PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Abe OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CONSUMERS, SERVICE PROFESSIONALS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT Abe DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY PRO SERVICES. Abe MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE PRO SERVICES. Abe EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD-PARTIES.

Abe MAY PROVIDE TO SERVICE PROFESSIONALS PHONE NUMBERS THAT CONSUMERS PROVIDE IN CONNECTION WITH A REQUEST. SUCH PHONE NUMBERS ARE NOT VERIFIED AND Abe MAKES NO REPRESENTATION OR WARRANTY AS TO THEIR VALIDITY.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF Abe OR THIRD-PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER Abe NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Abe HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, PRO SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING PRO SERVICES OR REQUESTING OR RECEIVING PRO SERVICES THROUGH THE PLATFORM.

IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF Abe AND OUR AFFILIATES AND SUBSIDIARIES, AND RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, PRO SERVICES, AND/OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY PRO SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO Abe BY YOU HEREUNDER, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN JURISDICTIONS THAT DO ALLOW LIMITATIONS OF LIABILITY, THE LIMITATION DESCRIBED ABOVE WILL APPLY FULLY TO RESIDENTS OF THOSE JURISDICTIONS.

INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold Abe and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content; (c) your interaction with any User; and (d) the request or receipt or offer or provision of Pro Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Pro Services.

Notwithstanding the foregoing paragraph, if you are a resident of a jurisdiction where the foregoing is prohibited, you only agree to release, defend, indemnify, and hold Abe and our affiliates and subsidiaries, and respective officers, directors, employees and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.

If you are a Minnesota resident, you waive Minnesota Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

If you are not a Minnesota resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

GENERAL

Force Majeure: Other than payment obligations, neither Abe nor you will be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond your or our control and without your or our fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, epidemics, acts of declared or undeclared war, acts of regulatory agencies, or other disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there will be no third-party beneficiaries to these Terms.

Contacting You and E-SIGN Consent: You agree that Abe may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, Abe, Consumers, Service Professionals, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from Abe, Consumers, Service Professionals, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to support@useabe.com with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to support@useabe.com with contact information and the address for delivery.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by Abe on the Platform, will constitute the entire agreement between you and Abe concerning the Platform or Pro Services obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of the Terms, which will remain in full force and effect.

Waiver: No waiver of any provision of these Terms will be deemed a further or continuing waiver of such term or any other term, and Abe's failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Pro Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations will not apply to residents of New Jersey.

Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect.

Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to support@useabe.com.